NATIONWIDE VLI SEPARATE ACCOUNT 4
S-6/A, 1997-11-14
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<PAGE>   1

                                                      Registration No. 333-31725

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




   
                          PRE-EFFECTIVE AMENDMENT NO. 2
    
                                   TO FORM S-6

              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
         SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2


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


                        NATIONWIDE VLI SEPARATE ACCOUNT-4
                              (Exact Name of Trust)



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


                        NATIONWIDE LIFE INSURANCE COMPANY
                              One Nationwide Plaza
                              Columbus, Ohio 43216
              (Exact Name and Address of Depositor and Registrant)

                               Gordon E. McCutchan
                                    Secretary
                              One Nationwide Plaza
                              Columbus, Ohio 43216
                     (Name and address of Agent for Service)


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


         Title and amount of securities being registered: Flexible premium
variable universal life insurance policies. Such policies are not issued in
predetermined amounts or units.


         Approximate date of proposed public offering: (As soon as practicable
after the effective date of this Registration Statement).

[ ] Check box if it is proposed that this filing will become effective on (date)
    at (time) pursuant to Rule 487.

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.

===============================================================================


<PAGE>   2


<TABLE>
<CAPTION>

                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2
<S>                                                    <C>
N-8B-2 Item                                                Caption in Prospectus

  1....................................................Nationwide Life Insurance Company
                                                       The Variable Account
  2....................................................Nationwide Life Insurance Company
  3....................................................Custodian of Assets
  4....................................................Distribution of The Policies
  5....................................................The Variable Account
  6....................................................Not Applicable
  7....................................................Not Applicable
  8....................................................Not Applicable
  9....................................................Legal Proceedings
10.....................................................Information About The Policies; How
                                                       The Cash Value Varies; Right to
                                                       Exchange for a Fixed Benefit Policy;
                                                       Reinstatement; Other Policy
                                                       Provisions
11.....................................................Investments of The Variable
                                                       Account
12.....................................................The Variable Account
13.....................................................Policy Charges
                                                       Reinstatement
14.....................................................Underwriting and Issuance -
                                                       Premium Payments
                                                       Minimum Requirements for
                                                       Issuance of a Policy
15.....................................................Investments of the Variable
                                                       Account; Premium Payments
16.....................................................Underwriting and Issuance -
                                                       Allocation of Cash Value
17.....................................................Surrendering The Policy for Cash
18.....................................................Reinvestment
19.....................................................Not Applicable
20.....................................................Not Applicable
21.....................................................Policy Loans
22.....................................................Not Applicable
23.....................................................Not Applicable
24.....................................................Not Applicable
25.....................................................Nationwide Life Insurance Company
26.....................................................Not Applicable
27.....................................................Nationwide Life Insurance Company
28.....................................................Company Management
29.....................................................Company Management
30.....................................................Not Applicable
31.....................................................Not Applicable
32.....................................................Not Applicable
33.....................................................Not Applicable
34.....................................................Not Applicable
35.....................................................Nationwide Life Insurance Company
36.....................................................Not Applicable
37.....................................................Not Applicable
38.....................................................Distribution of The Policies
39.....................................................Distribution of The Policies
40.....................................................Not Applicable
41(a)..................................................Distribution of The Policies
42.....................................................Not Applicable
43.....................................................Not Applicable
</TABLE>

                                   2 of 90

<PAGE>   3
<TABLE>
<S>                                                    <C>
N-8B-2 Item                                            Caption in Prospectus

44.....................................................How The Cash Value Varies
45.....................................................Not Applicable
46.....................................................How The Cash Value Varies
47.....................................................Not Applicable
48.....................................................Custodian of Assets
49.....................................................Not Applicable
50.....................................................Not Applicable
51.....................................................Summary of The Policies;
                                                       Information About The Policies
52.....................................................Substitution of Securities
53.....................................................Taxation of The Company
54.....................................................Not Applicable
55.....................................................Not Applicable
56.....................................................Not Applicable
57.....................................................Not Applicable
58.....................................................Not Applicable
59.....................................................Financial Statements
</TABLE>

                                    3 of 90


<PAGE>   4

================================================================================


                        NATIONWIDE LIFE INSURANCE COMPANY
                                 P.O. Box 182150
                            Columbus, Ohio 43218-2150
                       (800) 547-7548, TDD (800) 238-3035

           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                   ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                  THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-4


The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies"). The Policies
are designed to provide life insurance coverage and the flexibility to vary the
amount and frequency of premium payments. The Policies may also provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
Nationwide Life Insurance Company guarantees to keep the Policy in force during
the Guaranteed Policy Continuation Period provided that minimum premium
requirements have been met (see "Grace Period and Guaranteed Policy
Continuation    Provision"). The death benefit and Cash Value of the Policies
may vary to reflect the experience of the Nationwide VLI Separate Account-4
(the "Variable Account") or the Fixed Account to which Cash Values are
allocated. 

The Policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code (the "Code"). 
        
The Policy Owner may allocate Net Premiums and Cash Value to one or more of the
Sub-Accounts of the Variable Account and the Fixed Account. The assets of each
Sub-Account will be used to purchase, at net asset value, shares of a
designated Underlying Mutual    Fund in the following series of the Underlying
Mutual Fund options:      

                       NATIONWIDE SEPARATE ACCOUNT TRUST:
                            Capital Appreciation Fund
                              Government Bond Fund
                                Money Market Fund
                               Small Company Fund
                                Total Return Fund

Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy data pages as long as the Policy is in force. There is no guaranteed Cash
Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value subject to a grace
period, unless the minimum premium requirements have been met (See "Grace Period
and Guaranteed Policy Continuation Provision"). This prospectus generally
describes only that portion of the Cash Value allocated to the Variable Account.
For a brief summary of the Fixed Account Option, see "The Fixed Account Option."

INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE NOT
GUARANTEED OR ENDORSED BY, THE ADVISER OF ANY OF THE UNDERLYING MUTUAL FUNDS
IDENTIFIED ABOVE, THE U.S. GOVERNMENT, OR ANY BANK OR BANK AFFILIATE.
INVESTMENTS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. ANY
INVESTMENT IN THE CONTRACT INVOLVES CERTAIN INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY 
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. A PROSPECTUS
FOR THE UNDERLYING MUTUAL FUND OPTION(S) BEING CONSIDERED MUST ACCOMPANY        
THIS PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH.

               THE DATE OF THIS PROSPECTUS IS __________ , 1997.


                                       1

                                    4 of 90

<PAGE>   5


                                GLOSSARY OF TERMS

ATTAINED AGE-The Insured's age on the Policy Date, plus the number of full years
since the Policy Date.

ACCUMULATION UNIT-An accounting unit of measure used to calculate the Cash Value
of the Variable Account.

BENEFICIARY-The person to whom the Death Proceeds are paid.

CASH VALUE-The sum of the Policy values in the Variable Account, Fixed Account
and any associated value in the Policy Loan Account.

CASH SURRENDER VALUE-The Policy's Cash Value, less any Indebtedness under the
Policy, less Surrender Charge.

CODE-The Internal Revenue Code of 1986, as amended.

COMPANY-Nationwide Life Insurance Company.

DEATH PROCEEDS-Amount of money payable to the Beneficiary if the Insured dies
while the Policy is in force prior to the Maturity Date.

FIXED ACCOUNT-An investment option which is funded by the General Account of the
Company.

GENERAL ACCOUNT-All assets of the Company other than those of the Variable
Account or in other separate accounts that have been or may be established by
the Company.

GUARANTEED POLICY CONTINUATION PERIOD-The guaranteed period during which a
Policy will continue in force and not lapse, and is the lesser of 30 Policy
Years or the number of Policy Years until the Insured reaches Attained Age 65;
provided that for Policies issued to an Insured age 55 or older, the Guaranteed
Period is 10 years.


SEC GUIDELINE LEVEL PREMIUM-The amount of level annual premium calculated in
accordance with the provisions of Rule 6(e)(3)(T) under Investment Company Act
of 1940. It represents the level annual premiums required to mature the Policy
under reasonable mortality and expense charges, and at an annual effective
interest rate of 5%. 

HOME OFFICE-The main office of the Company located in Columbus, Ohio.

INDEBTEDNESS-Amounts owed the Company as a result of Policy loans including both
principal and accrued interest.

INITIAL INVESTMENT DATE- The later of the Policy Date or the date on which the
Company receives the Initial Premium at the Home Office.

INITIAL PREMIUM-The Initial Premium is the premium required for coverage to
become effective on the Policy Date. It is shown on the Policy Data Page.

INSURED-The person whose life is covered by the Policy, and who is named on the
Policy Data Page.

MATURITY DATE-The Policy Anniversary on or next following the Insured's 100th
birthday.

MINIMUM MONTHLY PREMIUM-It is used to measure the total amount of premiums that
must be paid during the Guaranteed Policy Continuation Period to keep the Policy
in force and is shown on the Policy data page.

MINIMUM REQUIRED DEATH BENEFIT-Is the lowest death benefit which will qualify
the Policy as life insurance under Section 7702 of the Code.

MINIMUM SPECIFIED AMOUNT- It is shown in the Policy data pages. Changes to the
Policy which result in Specified Amount below the Minimum Specified Amount will
not be processed.

MONTHLY ANNIVERSARY DAY-The same day as the Policy Date for each succeeding
month.

NET AMOUNT AT RISK-The Net Amount At Risk can be determined as of the Monthly
Anniversary Day or any other day. The Net Amount At Risk on a Monthly
Anniversary Day is the death benefit minus the Cash Value prior to deduction of
the base policy cost of insurance charge. On any other day the Net Amount At
Risk is the death benefit minus the Cash Value. 


                                       2

                                    5 of 90
<PAGE>   6

NET ASSET VALUE-The worth of one share at the end of a market day or at the
close of the New York Stock Exchange. Net Asset Value is computed by adding the
value of all portfolio holdings plus other assets, deducting liabilities and
then dividing the result by the number of shares outstanding.

NET PREMIUMS-Net Premiums are equal to the actual premiums minus the percent of
premium charge. The percent of premium charges are shown on the Policy Data
Page.

POLICY ANNIVERSARY-The same day and month as the Policy Date for succeeding
years.

POLICY CHARGES-All deductions made from the premiums and the Policy Cash Value.

POLICY DATE-The date the provisions of the Policy take effect, as shown on the
Policy Owner's Policy Data Page.

POLICY LOAN ACCOUNT-The Portion of the Cash Value which results from Policy
Indebtedness.

POLICY OWNER-The person designated in the Policy application as the Owner.

POLICY YEAR-Each year commencing with the Policy Date and each Policy
Anniversary thereafter.

SCHEDULED PREMIUM-The Scheduled Premium is shown on the Policy Data Page.

SPECIFIED AMOUNT-A dollar amount used to determine the death benefit under a
Policy. It is shown on the Policy Data Page.

SUB-ACCOUNT-A part of the Variable Account, the assets of which are invested
exclusively in a corresponding Underlying Mutual Fund.

SURRENDER CHARGE-An amount deducted from the Cash Value if the Policy is
surrendered or if the Specified Amount is reduced as a result of a request from
the Policy Owner.

TARGET PREMIUM-The annual premium at which the sales load is reduced on a
current basis.

UNDERLYING MUTUAL FUNDS-The underlying mutual funds which correspond to the
Sub-Accounts of the Variable Account.

VALUATION DATE-Each day the New York Stock Exchange and the Company's Home
Office are open for business or any other day during which there is sufficient
degree of trading that the current net asset value of the Accumulation Units
might be materially affected.

VALUATION PERIOD-A period commencing with the close of business on the New York
Stock Exchange and ending at the close of business for the next succeeding
Valuation Date.

VARIABLE ACCOUNT-A separate investment account of Nationwide Life Insurance 
Company.  Nationwide VLI Separate Account-4.


                                      3

                                   6 of 90
<PAGE>   7


                                TABLE OF CONTENTS
   
<TABLE>

<S>                                                                             <C>
GLOSSARY OF TERMS..................................................................2
SUMMARY OF THE POLICIES............................................................6
         Variable Life Insurance...................................................6
         The Variable Account and its Sub-Accounts.................................6
         The Fixed Account.........................................................6
         Deductions and Charges....................................................6
         Premiums..................................................................8
NATIONWIDE LIFE INSURANCE COMPANY..................................................9
THE VARIABLE ACCOUNT...............................................................9
         Investments of the Variable Account.......................................9
         -Nationwide Separate Account Trust.......................................10
         Reinvestment.............................................................11
         Transfers................................................................11
         Dollar Cost Averaging....................................................12
         Substitution of Securities...............................................12
         Voting Rights............................................................12
INFORMATION ABOUT THE POLICIES....................................................13
         Underwriting and Issuance................................................13
         -Minimum Requirements for Issuance of a Policy...........................13
         -Premium Payments........................................................13
         Allocation of Net Premium and Cash Value.................................13
         Short-Term Right to Cancel Policy........................................14
POLICY CHARGES....................................................................14
         Deductions from Premiums.................................................14
         Surrender Charges........................................................14
         -Reductions to Surrender Charges.........................................16
         Deductions from Cash Value...............................................16
         -Monthly Cost of Insurance...............................................16
         -Monthly Administrative Charge...........................................17
         -Mortality and Expense Risk Charge.......................................17
         Reduction of Charges.....................................................18
HOW THE CASH VALUE VARIES.........................................................18
         How the Investment Experience is Determined..............................18
         Net Investment Factor....................................................18
         Valuation of Assets......................................................19
         Determining the Cash Value...............................................19
         Valuation Periods and Valuation Dates....................................19
SURRENDERING THE POLICY FOR CASH..................................................19
         Right to Surrender.......................................................19
         Cash Surrender Value.....................................................19
         Partial Surrenders.......................................................19
         -Preferred Partial Surrenders............................................20
         -Reduction of the Specified Amount.......................................20
         Maturity Proceeds........................................................20
         Income Tax Withholding...................................................20
POLICY LOANS......................................................................20
         Taking a Policy Loan.....................................................20
         Effect on Investment Performance.........................................21
         Interest.................................................................21
         Effect on Death Benefit and Cash Value...................................21
         Repayment................................................................22
HOW THE DEATH BENEFIT VARIES......................................................22
         Calculation of the Death Benefit.........................................22
         Proceeds Payable on Death................................................22
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY......................................22
CHANGES OF INVESTMENT POLICY......................................................23
</TABLE>
    


                                      4


                                   7 of 90
<PAGE>   8
   

<TABLE>
<S>                                                                              <C>
GRACE PERIOD AND GUARANTEED POLICY CONTINUATION PROVISION.........................23
         Grace Period.............................................................23
         Guaranteed Policy Continuation Provision.................................23
REINSTATEMENT.....................................................................23
THE FIXED ACCOUNT OPTION..........................................................24
CHANGES IN EXISTING INSURANCE COVERAGE............................................24
         Specified Amount Increases...............................................24
         Specified Amount Decreases...............................................25
         Changes in the Death Benefit Option......................................25
OTHER POLICY PROVISIONS...........................................................25
         Policy Owner.............................................................25
         Beneficiary..............................................................25
         Assignment...............................................................26
         Incontestability.........................................................26
         Error in Age or Sex......................................................26
         Suicide..................................................................26
         Nonparticipating Policies................................................26
         Riders...................................................................26
LEGAL CONSIDERATIONS..............................................................26
DISTRIBUTION OF THE POLICIES......................................................27
CUSTODIAN OF ASSETS...............................................................27
TAX MATTERS.......................................................................27
         Policy Proceeds..........................................................27
         -Federal Estate and Generation-Skipping Transfer Taxes...................28
         -Non-Resident Aliens.....................................................28
         Taxation of the Company..................................................29
         Tax Changes..............................................................29
THE COMPANY.......................................................................30
COMPANY MANAGEMENT................................................................30
         Directors of the Company.................................................30
         Executive Officers of the Company........................................31
OTHER CONTRACTS ISSUED BY THE COMPANY.............................................32
STATE REGULATION..................................................................32
REPORTS TO POLICY OWNERS..........................................................32
ADVERTISING.......................................................................32
LEGAL PROCEEDINGS.................................................................32
EXPERTS...........................................................................33
REGISTRATION STATEMENT............................................................33
LEGAL OPINIONS....................................................................33
APPENDIX 1........................................................................34
APPENDIX 2........................................................................36
APPENDIX 3........................................................................53
FINANCIAL STATEMENTS..............................................................56
</TABLE>
    

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.


                                       5

                                    8 of 90
<PAGE>   9


                             SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

The variable life insurance Policies offered by Nationwide Life Insurance
Company (the "Company") provide for life insurance coverage on the Insured. The
Policies may provide for a Cash Surrender Value which is payable if the Policy
is terminated during the Insured's lifetime.

The death benefit and Cash Value of the Policies may increase or decrease to
reflect the investment performance of the Variable Account Sub-Accounts or the
Fixed Account to which Cash Values are allocated (see "How the Death Benefit
Varies"). There is no guaranteed Cash Surrender Value (see "How the Cash Value
Varies"). If the Cash Surrender Value is insufficient to pay the Policy Charges,
the Policy will lapse without value. Nationwide Life Insurance Company
guarantees to keep the Policy in force during the Guaranteed Policy Continuation
Period provided the premium requirements have been met (see "Underwriting and
Issuance"). 

Under certain conditions, a Policy may become a modified endowment contract as a
result of a material change or a reduction in benefits as defined by the
Internal Revenue Code ("Code"). Excess premiums paid may also cause the Policy
to become a modified endowment contract. The Company will monitor premiums paid
and other policy transactions and will notify the Policy Owner when the Policy's
non-modified endowment contract status is in jeopardy (see "Tax Matters").

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner selects the
Sub-Accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). In such states which
require a return of premiums to those Policy Owners exercising their short term
right to cancel (see "Short Term Right to Cancel Policy"), the Net Premiums will
be allocated to the Nationwide Separate Account Trust Money Market Fund
Sub-Account (for any Net Premiums allocated to a Sub-Account on the application)
or the Fixed Account until the expiration of the period in which the Policy
Owner may exercise his or her short-term right to cancel the Policy. Assets of
each Sub-Account are invested at net asset value in shares of a corresponding
Underlying Mutual Fund (see "Allocation of Net Premium and Cash Value"). For a
description of the Underlying Mutual Fund options and their investment
objectives, see "Investments of the Variable Account." 

THE FIXED ACCOUNT

The Fixed Account is funded by the assets of the Company's General Account. Cash
Values allocated to the Fixed Account are credited with interest daily at a rate
declared by the Company. The interest rate declared is at the Company's sole
discretion, but may never be less than an effective annual rate of 3%.

DEDUCTIONS AND CHARGES

The Company deducts certain charges from the premiums and the Cash Value of the
Policy. These charges are made for administrative and sales expenses, tax
expenses, providing life insurance protection and assuming the mortality and
expense risks. For a discussion of any charges imposed by the Underlying Mutual
Fund options, see the prospectuses of the respective Underlying Mutual Funds.

The Company deducts a sales load from each premium payment received which is
guaranteed never to exceed 2.5% of such premium payment. On a current basis, the
sales load, in all years, is 2.5% of premiums paid up to the Target Premium plus
0.5% of premiums in excess of the Target Premium. The total sales load actually
deducted from any Policy will be equal to the sum of this front-end sales load
plus any sales surrender charge.

The Company also deducts a charge for tax expense equal to 3.5%, on both current
and guaranteed basis, of all premium payments. This charge reimburses the
Company for premium taxes imposed by various state and local jurisdictions and
for federal taxes imposed under Section 848 of the Code. The 3.5% tax expense
rate consists of the following components: (1) a state premium tax rate of
2.25%; and (2) a federal tax rate of 1.25%.

                                       6

                                    9 of 90
<PAGE>   10



The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:

     -    monthly cost of insurance; plus

     -    monthly cost of any additional benefits provided by riders to the
          Policy; plus

     -    an administrative expense charge. This charge is $10 per month in the
          first year and $5 per month in renewal years. The charge may be
          increased at the sole discretion of the Company but may not exceed $10
          per month in the first year, $7.50 per month in renewal years; plus

     -    mortality and expense risk charge. This charge is equal to an annual
          effective rate multiplied by the Cash Value attributable to the
          Variable Account. The annual effective rate is 0.60% for the first
          $25,000 of Cash Value attributable to the Variable Account, 0.30% for
          the next $225,000 of Cash Value attributable to the Variable Account
          and 0.10% for all Cash Value attributable to the Variable Account in
          excess of $250,000.

For Policies which are surrendered during the first nine Policy Years, the
Company deducts a Surrender Charge. This Surrender Charge is comprised of an
underwriting component and a sales component. The maximum initial Surrender
Charge varies by issue age, sex, Specified Amount and underwriting
classification and is calculated based on the initial Specified Amount. The
Surrender Charge in renewal years is equal to a percentage of the initial
Surrender Charge. The following table illustrates the maximum initial Surrender
Charge per $1,000 of initial Specified Amount for Policies which are issued on a
standard basis (see Appendix 1 for specific examples).

<TABLE>
<CAPTION>
                    Initial Specified Amount $50,000-$99,999

        Issue         Male          Female          Male         Female
         Age      Non-Tobacco    Non-Tobacco      Standard      Standard

<S>      <C>         <C>            <C>            <C>           <C>   
         25          $7.773         $7.518         $8.369        $7.818
         35           8.817          8.396          9.811         8.889
         45          12.185         11.390         13.884        12.164
         55          15.628         13.995         18.410        15.106
         65          22.274         19.043         26.559        20.607
<CAPTION>

                       Initial Specified Amount $100,000 +


        Issue         Male          Female          Male         Female
         Age       Non-Tobacco   Non-Tobacco      Standard      Standard
<S>      <C>          <C>           <C>             <C>           <C>   
         25           $5.773        $5.518          $6.369        $5.818
         35            6.817         6.396           7.811         6.889
         45            9.685         8.890          11.384         9.664
         55           13.128        11.495          15.910        12.606
         65           21.274        18.043          25.559        19.607
</TABLE>


Policies that are surrendered during the first nine Policy Years following an
increase in the Specified Amount will incur a Surrender Charge associated with
the increase. This Surrender Charge is comprised of an underwriting component
and a sales component. The maximum initial Surrender Charge associated with the
increase is based on the attained age at the time of the increase, the
underwriting classification of the increase, sex, and the amount of the increase
in Specified Amount. The actual initial Surrender Charge associated with the
increase is based upon the maximum initial Surrender Charge associated with the
increase and the premium received within one year of the increase in Specified
Amount.

Increases that are caused by a change in the death benefit option that preserves
the Net Amount At Risk are not subject to a Surrender Charge (for a discussion
on death benefit options see "Calculation of the Death Benefit"). The Surrender
Charge associated with the increase for Policy Years following the increase is a
percentage of the initial Surrender Charge.

The following table illustrates the maximum initial Surrender Charge per $1,000
of Specified Amount increase for Policies increasing coverage on a standard
basis.


                                       7

                                    10 of 90
<PAGE>   11
<TABLE>
<CAPTION>
                 Issue                Male                 Female                Male                Female
                  Age              Non-Tobacco          Non-Tobacco            Standard             Standard
<S>               <C>                 <C>                  <C>                   <C>                  <C>   
                  25                  $3.464               $3.311                $3.821               $3.491
                  35                   4.090                3.837                 4.686                4.133
                  45                   5.811                5.334                 6.830                5.798
                  55                   7.877                6.897                 9.546                7.563
                  65                  12.764               10.826                15.335               11.764
</TABLE>

   
The renewal surrender charge is reduced by any partial surrender charge actually
paid on previous decreases in Specified Amount. On any partial surrender after
the first Policy Year, a service charge of $25.00 may be deducted from the
amount of the partial surrender.
    

Decreases in Specified Amount, that are not associated with a partial withdrawal
or a death benefit option change that preserves the Net Amount At Risk, will
incur a proportional Surrender Charge. For a Policy with prior increases in
Specified Amounts, these decreases will be made on a LIFO (last in first out)
basis and therefore decrease each segment in reverse order of its effective
date. For each segment that is reduced by the decrease, a proportional surrender
charge will be incurred. The total Surrender Charge for the decrease will be the
sum of these proportional surrender charges for the decreases in various
segments. 

Underlying Mutual Fund shares are purchased at net asset value, which reflects
the deduction of investment management fees and certain other expenses. The
management fees are charged by each Underlying Mutual Fund's investment adviser
for managing the Underlying Mutual Fund and selecting its portfolio of
securities. Other Underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the Underlying Mutual Fund. The
management fees and other expenses for each Underlying Mutual Fund for its most
recently completed fiscal year, expressed as a percentage of the Underlying
Mutual Fund's average assets, are as follows:

<TABLE>
<CAPTION>
                     Underlying Mutual Fund Annual Expenses
                          (After Expense Reimbursement)

                                   ---------------------------------------
                                    Management      Other        Total
                                       Fees        Expenses    Expenses
- --------------------------------------------------------------------------
<S>                                      <C>           <C>          <C>  
NSAT-Capital Appreciation Fund           0.65%         0.03%        0.68%
- --------------------------------------------------------------------------
NSAT-Government Bond Fund                0.55%         0.02%        0.57%
- --------------------------------------------------------------------------
NSAT-Money Market Fund                   0.45%         0.02%        0.47%
- --------------------------------------------------------------------------
NSAT Small Company Fund                  1.00%         0.10%        1.10%
- --------------------------------------------------------------------------
NSAT-Total Return Fund                   0.65%         0.03%        0.68%
- --------------------------------------------------------------------------
</TABLE>

The Underlying Mutual Fund expenses shown above are assessed at the Underlying
Mutual Fund level and are not direct charges against the Variable Account or
reductions in Cash Value. These Underlying Mutual Fund expenses are taken into
consideration in computing each Underlying Mutual Fund's net asset value, which
is the share price used to calculate the Variable Account's unit value. The
management fees and other expenses are more fully described in the prospectuses
for each individual Underlying Mutual Fund. None of the above Underlying Mutual
Funds are subject to 12b-1 fees or fee waiver or expense reimbursement
arrangements. 

PREMIUMS

The minimum Initial Premium for which a Policy may be issued is equal to three
times the initial Minimum Monthly Premium.

For a limited time, the Policy Owner has the right to cancel the Policy and
receive an amount specified by the laws of the state in which the policy was
issued (see "Short-Term Right to Cancel Policy").

The Initial Premium is due on the Policy Date. It will be credited on the
Initial Investment Date. Any due and unpaid monthly deductions will be
subtracted from the Cash Value at this time. Insurance will not be effective
until the Initial Premium is paid. The Initial Premium is shown on the Policy
data page.

Premiums, other than the Initial Premium may be made at any time while the
Policy is in force subject to the limits described below. During the Guaranteed
Policy Continuation Period, the total premium payments less any Policy
Indebtedness, less any partial surrenders, must be greater than or equal to the
sum of the Minimum

                                       8

                                    11 of 90
<PAGE>   12

Monthly Premiums in order to guarantee the Policy remain in
force. The Minimum Monthly Premiums are shown on the Policy data page.

The Company will send Scheduled Premium payment reminder notices to the Policy
Owner according to the premium mode shown on the Policy data page.

The Initial Premium may be paid to the Company at our Home Office or to an
authorized agent. All premiums after the first are payable at our Home Office.
Premium receipts will be furnished upon request.

Each premium must be at least $50. The Company reserves the right to require
satisfactory evidence of insurability before accepting any additional premium
payment which results in any increase in the Net Amount At Risk. Also, we will
refund any portion of any premium payment which is determined to be in excess of
the premium limit established by law to qualify your Policy as a contract for
life insurance. Where permitted by state law, we may also require that any
existing Policy Indebtedness is repaid prior to accepting any additional premium
payments. 

                        NATIONWIDE LIFE INSURANCE COMPANY

The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929. The Company is a member of the Nationwide
Insurance Enterprise which includes Nationwide Mutual Insurance Company,
Nationwide Indemnity Company, Nationwide Mutual Fire Insurance Company,
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty
Insurance Company, National Casualty Company, Scottsdale Indemnity Company and
Nationwide General Insurance Company. The Company's Home Office is at One
Nationwide Plaza, Columbus, Ohio 43216.

The Company offers a complete line of life insurance and annuities. It is
admitted to do business in all states, the District of Columbia, and Puerto Rico
(for additional information, see "The Company").

                              THE VARIABLE ACCOUNT

The Variable Account was established by a resolution of the Company's Board of
Directors, on December 3, 1987, pursuant to Ohio law. The Company has caused the
Variable Account to be registered with the Securities and Exchange Commission as
a unit investment trust pursuant to the provisions of the Investment Company Act
of 1940. Nationwide Life Insurance Company, One Nationwide Plaza, Columbus, Ohio
43216 serves as Trustee for the Trust. Nationwide Advisory Services, Inc., One
Nationwide Plaza, Columbus, Ohio 43216 serves as principal underwriter for the
Trust. Such registration does not involve supervision of the management of the
Variable Account or the Company by the Securities and Exchange Commission.

The Variable Account is a separate investment account of the Company and as
such, is not chargeable with the liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. The death benefit and Cash Value under the
Policy may vary with the investment performance of the investments in the
Variable Account (see "How the Death Benefit Varies" and "How the Cash Value
Varies").

Net Premium payments and Cash Value are allocated within the Variable Account
among one or more Sub-Accounts (see "Tax Matters"). The assets of each
Sub-Account are used to purchase shares of the Underlying Mutual Fund options
designated by the Policy Owner. Thus, the investment performance of a Policy
depends upon the investment performance of the Underlying Mutual Fund options
designated by the Policy Owner.

INVESTMENTS OF THE VARIABLE ACCOUNT

At the time of application, the Policy Owner elects to have the Net Premiums
allocated among one or more of the Variable Account Sub-Accounts and the Fixed
Account (see "Allocation of Net Premium and Cash Value"). In such states which
require a return of premiums to those Policy Owners exercising their short term
right to cancel (see "Short Term Right to Cancel Policy"), Net Premiums will be
allocated to the Nationwide Separate Account Trust Money Market Fund Sub-Account
(for any Net Premiums allocated to a Sub-Account on the application) or the
Fixed Account until the expiration of the period in which the Policy Owner may
exercise his or her short-term right to cancel the Policy. At the end of this
period, the Cash Value in that Sub-Account will be transferred to the Variable
Account Sub-Accounts based on the Fund allocation factors. Any subsequent Net
Premiums received after this period will be allocated based on the Fund
allocation factors.

No less than 5% of Net Premiums may be allocated to any one Sub-Account or the
Fixed Account. The Policy Owner may change the allocation of Net Premiums or may
transfer Cash Value from one Sub-Account to 


                                       9
                                    12 of 90

<PAGE>   13

another, subject to such terms and conditions as may be imposed by each
Underlying Mutual Fund option and as set forth in this prospectus (see
"Transfers", "Allocation of Net Premium and Cash Value" and "Short-Term Right to
Cancel Policy"). 

The Underlying Mutual Fund options are available only to serve as the underlying
investment for variable annuity and variable life contracts issued through
separate accounts of life insurance companies which may or may not be
affiliated, also known as "mixed and shared funding." There are certain risks
associated with mixed and shared funding, which is disclosed in the Underlying
Mutual Funds' prospectuses. A full description of the Underlying Mutual Funds,
their investment policies and restrictions, risks and charges are contained in
the prospectuses of the respective Underlying Mutual Funds.

Additional Premium payments, upon acceptance, will be allocated to the
Nationwide Separate Account Money Market Fund unless the Policy Owner specifies
otherwise (see "Premium Payments").

Nationwide Separate Account Trust is a registered investment company which
receives investment advice from a registered investment adviser, and is managed
by Nationwide Advisory Services, Inc.

A summary of investment objectives is contained in the description of each
Underlying Mutual Fund below. More detailed information may be found in the
current prospectus for each Underlying Mutual Fund option. A prospectus for the
Underlying Mutual Fund option(s) being considered must accompany this prospectus
and should be read in conjunction herewith.

- - Nationwide Separate Account Trust

Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company created under the laws of Massachusetts. The Trust
offers shares in the five separate Mutual Funds listed below, each with its own
investment objectives. Currently, shares of the Trust will be sold only to life
insurance company separate accounts to fund the benefits under variable life
insurance policies or variable annuity contracts issued by life insurance
companies. The assets of the Trust are managed by Nationwide Advisory Services,
Inc., One Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary of
Nationwide Life Insurance Company.

- -      CAPITAL APPRECIATION FUND

       Investment Objective: The Fund is designed for investors who are
       interested in long-term growth. The Fund seeks to meet its objective
       primarily through a diversified portfolio of the common stock of
       companies which the investment manager determines have a
       better-than-average potential for sustained capital growth over the long
       term.

- -      GOVERNMENT BOND FUND

       Investment Objective: To provide as high a level of income as is
       consistent with capital preservation through investing primarily in bonds
       and securities issued or backed by the U.S. Government, its agencies or
       instrumentalities.

- -      MONEY MARKET FUND

       Investment Objective: To seek as high a level of current income as is
       considered consistent with the preservation of capital and liquidity by
       investing primarily in money market instruments.

   
- -      SMALL COMPANY FUND

       Investment Objective: The Fund seeks long-term growth of capital by
       investing primarily in equity securities of domestic and foreign
       companies with market capitalizations of less than $1 billion at the time
       of purchase. Nationwide Advisory Services, Inc. ("NAS"), the Fund's
       adviser, has contracted with a group of sub-advisers, each of which will
       manage a portion of the Fund's portfolio. These sub-advisers are the
       Dreyfus Corporation, Neuberger & Berman, L. P., Pictet International
       Management Limited, Van Eck Associates Corporation, Strong Capital
       Management, Inc. and Warburg Pincus Asset Management, Inc. The
       sub-advisers were chosen because they utilize a number of different
       investment styles when investing in small company stocks. By utilizing a
       number of investment styles, NAS hopes to increase prospects for
       investment return and to reduce market risk and volatility.
    

- -      TOTAL RETURN FUND

       Investment Objective: To obtain a reasonable long-term total return
       (i.e., earnings growth plus potential dividend yield) on invested capital
       from a flexible combination of current return and capital gains through

                                       10

                                    13 of 90

<PAGE>   14
       investments in common stocks, convertible issues, money market
       instruments and bonds with a primary emphasis on common stocks.


REINVESTMENT

The Funds described above have as a policy the distribution of dividends in the
form of additional shares (or fractions thereof) of the Underlying Mutual Funds.
The distribution of additional shares will not affect the number of Accumulation
Units attributable to a particular Policy (see "Allocation of Cash Value").

TRANSFERS

The Policy Owner may transfer amounts between the Fixed Account and the
Sub-accounts, without penalty or adjustment, subject to the following
requirements. During any Policy Year, the Company reserves the right to restrict
such transfers between the Fixed Account and the Sub-Accounts to one transfer
per Policy Year.


The Company reserves the right to restrict the amount transferred from the Fixed
Account to 20% of that portion of the Cash Value attributable to the Fixed
Account as of the end of the previous Policy Year. Transfers out of the Fixed
Account effected by dollar cost averaging are not subject to this restriction
(see "Dollar Cost Averaging"). 

Transfers made to the Fixed Account may not be made either: (a) prior to the
first Policy Anniversary; or (b) within 12 months subsequent to a prior
transfer. The Company reserves the right to restrict the amount transferred to
the Fixed Account to 20% of that portion of Cash Value attributable to the
Sub-Accounts as of the close of business of the prior Valuation Period. The
Company further reserves the right to refuse a transfer to the Fixed Account, in
the event the Cash Value attributable to the Fixed Account should be greater
than or equal to 30% of the Cash Value.

Transfers may be made either in writing or, in states allowing such transfers,
by telephone. In states allowing telephone transfers, and if the Owner so
elects, the Company will also permit the Policy Owner to utilize the Telephone
Exchange Privilege for exchanging amounts among Sub-Account options. The Company
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include any or all of the following,
or such other procedures as the Company may, from time to time, deem reasonable:
requesting identifying information, such as name, contract number, Social
Security number, and/or personal identification number; tape recording all
telephone transactions; and providing written confirmation thereof to both the
Policy Owner and any agent of record at the last address of record. Although
failure to follow reasonable procedures may result in the Company's liability
for any losses due to unauthorized or fraudulent telephone transfers, the
Company will not be liable for following instructions communicated by telephone
which it reasonably believes to be genuine. Any losses incurred pursuant to
actions taken by the Company in reliance on telephone instructions reasonably
believed to be genuine shall be borne by the Contract Owner. The Company may
determine to withdraw the Telephone Exchange Privilege, upon 30 days written
notice to Policy Owners.

Policy Owners who have entered into a Dollar Cost Averaging Agreement with the
Company (see "Dollar Cost Averaging" below) may transfer from the Fixed Account
to the Variable Account under the terms of that agreement.

Policies described in this prospectus may in some cases be sold to individuals
who independently utilize the services of a firm or individual engaged in market
timing. Generally, such firms or individuals obtain authorization from multiple
Policy Owners to make transfers and exchanges among the Sub-Accounts (the
Underlying Mutual Funds) on the basis of perceived market trends. Because of the
unusually large transfers of funds associated with some of these transactions,
the ability of the Company or Underlying Mutual Funds to process such
transactions may be compromised, and the execution of such transactions may
possibly disadvantage or work to the detriment of other Policy Owners not
utilizing market timing services.

Accordingly, the right to exchange Cash Surrender Values among the Sub-Accounts
may be subject to modification if such rights are exercised by a market timing
firm or any other third party authorized to initiate transfer or exchange
transactions on behalf of multiple Policy Owners. THE RIGHTS OF INDIVIDUAL
POLICY OWNERS TO EXCHANGE CASH SURRENDER VALUES, WHEN INSTRUCTIONS ARE SUBMITTED
DIRECTLY BY THE POLICY OWNER, OR BY THE POLICY OWNER'S REPRESENTATIVE OF RECORD
AS AUTHORIZED BY THE EXECUTION OF A VALID NATIONWIDE LIMITED POWER OF ATTORNEY
FORM, WILL NOT BE MODIFIED IN ANY WAY. In modifying such rights, the Company
may, among other things, not


                                       11

                                    14 of 90



<PAGE>   15

accept (1) the transfer or exchange instructions of any agent acting under a
power of attorney on behalf of more than one Policy Owner, or (2) the transfer
or exchange instructions of individual policy owners who have executed
pre-authorized transfer or exchange forms which are submitted by market timing
firms or other third parties on behalf of more than one Policy Owner at the same
time. The Company will not impose any such restrictions or otherwise modify
exchange rights unless such action is reasonably intended to prevent the use of
such rights in a manner that will disadvantage or potentially impair the
contract rights of other Policy Owners.

DOLLAR COST AVERAGING

The Policy Owner may direct the Company to automatically transfer from the Money
Market Sub-Account or the Fixed Account to any other Sub-Account within the
Variable Account on a monthly basis or as frequently as otherwise authorized by
the Company. This service is intended to allow the Policy Owner to utilize
dollar cost averaging, a long-term investment program which provides for
regular, level investments over time. The Company makes no guarantees that
dollar cost averaging, will result in a profit or protect against loss in a
declining market. To qualify for dollar cost averaging, there must be a minimum
total Cash Value, less Policy Indebtedness, of $15,000. Transfers for purposes
of dollar cost averaging can only be made from the Money Market Sub-Account or
the Fixed Account. The minimum monthly dollar cost averaging transfer is $100.
In addition, dollar cost averaging monthly transfers from the Fixed Account must
be equal to or less than 1/30th of the Fixed Account value when the dollar cost
averaging program is requested. Transfers out of the Fixed Account, other than
for dollar cost averaging, may be subject to certain additional restrictions
(see "Transfers" above). A written election of this service, on a form provided
by the Company, must be completed by the Policy Owner in order to begin
transfers. Once elected, transfers from the Money Market Sub-Account or the
Fixed Account will be processed monthly until either the value in the Money
Market Sub-Account or the Fixed Account is completely depleted or the Policy
Owner instructs the Company in writing to cancel the transfers.

The Company reserves the right to discontinue offering dollar cost averaging
upon 30 days' written notice to Policy Owners however, any such discontinuation
would not affect dollar cost averaging programs already commenced. The Company
currently does not assess a processing fee for this service, however, it
reserves the right to do so in the future.

SUBSTITUTION OF SECURITIES

If shares of the Underlying Mutual Fund options should no longer be available
for investment by the Variable Account or, if in the judgment of the Company's
management further investment in such Underlying Mutual Funds should become
inappropriate in view of the purposes of the Policy, the Company may substitute
shares of another Underlying Mutual Fund for shares already purchased or to be
purchased in the future by Net Premium payments under the Policy. No
substitution of securities in the Variable Account may take place without prior
approval of the Securities and Exchange Commission, and under such requirements
as it and any state insurance department may impose.

VOTING RIGHTS

Voting rights under the Policies apply only with respect to Cash Value allocated
to the Sub-Accounts of the Variable Account.

In accordance with its view of present applicable law, the Company will vote the
shares of the Underlying Mutual Funds held in the Variable Account at regular
and special meetings of the shareholders of the Underlying Mutual Funds in
accordance with instructions received from Policy Owners. However, if the
Investment Company Act of 1940 or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the Company
determines that it is permitted to vote the shares of the Underlying Mutual
Funds in its own right, the Company may elect to do so.

The Policy Owner shall have the voting interest under a Policy. The number of
shares in each Sub-Account for which the Policy Owner may give voting
instructions is determined by dividing any portion of the Policy's Cash Value
derived from participation in that Underlying Mutual Fund by the net asset value
of one share of that Underlying Mutual Fund.

The number of shares which a person has a right to vote will be determined as of
a date chosen by the Company, but not more than 90 days prior to the meeting of
the Underlying Mutual Fund. Voting instructions will be solicited by written
communication prior to such meeting.


                                       12


                                    15 of 90
<PAGE>   16

The Company will vote Underlying Mutual Fund shares in accordance with
instructions received from the Policy Owners. Underlying Mutual Fund shares held
by the Company or by the Variable Account as to which no timely instructions are
received will be voted by the Company in the same proportion as the voting
instructions which are received.

Each person having a voting interest in the Variable Account will receive
periodic reports relating to investments of the Variable Account, the Underlying
Mutual Funds' proxy material and a form with which to give such voting
instructions.

Notwithstanding contrary Policy Owner voting instructions, the Company may vote
Underlying Mutual Fund shares in any manner necessary to enable the Underlying
Mutual Fund to: (1) make or refrain from making any change in the investments or
investment policies for any of the Underlying Mutual Funds, if required by an
insurance regulatory authority; (2) refrain from making any change in the
investment policies or any investment adviser or principal underwriter of any
portfolio which may be initiated by Policy Owners or the Underlying Mutual
Fund's Board of Directors, provided the Company's disapproval of the change is
reasonable and, in the case of a change in the investment policies or investment
adviser, based on a good faith determination that such change would be contrary
to state law or otherwise inappropriate in light of the portfolio's objective
and purposes; or (3) enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance regulatory
authority.

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

The Policies are designed to provide life insurance coverage and the flexibility
to vary the amount and frequency of premium payments. At issue, the Policy Owner
selects the initial Specified Amount and premium. The minimum Specified Amount
is $50,000 ($100,000 in Pennsylvania and New Jersey) for non-preferred policies
and $100,000 for preferred policies. Policies may be issued to Insureds who are
80 or younger at the time of issue. Before issuing any Policy, the Company
requires satisfactory evidence of insurability which may include a medical
examination.

- -Premium Payments

The Initial Premium for a Policy is payable in full at the Company's Home Office
or to an authorized agent. Upon payment of an initial premium, temporary
insurance may be provided, subject to a maximum amount. The effective date of
permanent insurance coverage is dependent upon completion of all underwriting
requirements, payment of Initial Premium, and delivery of the policy while the
Insured is still living.

Premiums, other than the Initial Premium, may be made at any time while the
Policy is in force subject to the limits described below. During the Guaranteed
Policy Continuation Period, the total premium payments less any Policy
Indebtedness and less any partial surrenders must be greater than or equal to
the sum of the Minimum Monthly Premiums in order to guarantee the Policy remain
in force. The Minimum Monthly Premium is shown in the Policy data page.

Each premium payment must be at least $50. Additional premium payments may be
made at any time while the Policy is in force. However, the Company reserves the
right to require satisfactory evidence of insurability before accepting any
additional premium payment which results in an increase in the Net Amount At
Risk. Also, the Company will refund any portion of any premium payment which is
determined to be in excess of the premium limit established by law to qualify
the Policy as a contract for life insurance. The Company may also require that
any existing Policy Indebtedness is repaid prior to accepting any additional
premium payments. Additional premium payments or other changes to the contract,
may jeopardize the Policy's non-modified endowment status. The Company will
monitor premiums paid and other policy transactions and will notify the Policy
Owner when non-modified endowment contract status is in jeopardy (see "Tax
Matters"). 

ALLOCATION OF NET PREMIUM AND CASH VALUE


The designation of investment allocations will be made by the prospective Policy
Owner at the time of application for a Policy. The Policy Owner may change the
way in which future Net Premiums are allocated by giving written notice to the
Company. All percentage allocations must be in whole numbers, and must be at
least 5%. The sum of allocations must equal 100%. At the time a Policy is
issued, its Cash Value will be determined as if the 


                                       13

                                    16 of 90


<PAGE>   17

Policy had been issued and the Initial Net Premium is invested on the date such
premium was received in good order by the Company. 

In such states which require a return of premiums to those Policy Owners
exercising their short term right to cancel (see "Short Term Right to Cancel
Policy"), the Net Premiums will be allocated to the Nationwide Separate Account
Trust Money Market Fund Sub-Account (for any Net Premiums allocated to a
Sub-Account on the application) or the Fixed Account until the expiration of the
period in which the Policy Owner may exercise his or her short-term right to
cancel the Policy. Net Premiums not designated for the Fixed Account will be
placed in the Nationwide Separate Account Trust Money Market Sub-Account. At the
expiration of the period in which the Policy Owner may exercise his or her short
term right to cancel the Policy, shares of the Underlying Mutual Funds specified
by the Policy Owner are purchased at net asset value for the respective
Sub-Account(s). The Policy Owner may change the allocation of Net Premiums or
may transfer Cash Value from one Sub-Account to another, subject to such terms
and conditions as may be imposed by each Underlying Mutual Fund and as set forth
in the prospectus. Net Premiums allocated to the Fixed Account at the time of
application may not be transferred prior to the first Policy Anniversary (see
"Transfers" and "Investments of the Variable Account").

SHORT-TERM RIGHT TO CANCEL POLICY

A Policy may be returned for cancellation within 10 days after the Policy is
received, within 45 days after the application for insurance is signed, or
within 10 days after the Company mails or delivers a Notice of Right of
Withdrawal, whichever is latest. The Policy can be mailed or delivered to the
registered representative who sold it, or to the Company. Immediately after such
mailing or delivery, the Policy will be deemed void from the beginning. The
Company will refund the amount prescribed by the state in which the Policy was
issued within seven days after it receives the Policy. The amount of the refund
will be either the Premiums paid or the Cash Value less Indebtedness.
The scope of this right varies by state.

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

The Company deducts a sales load from each premium payment received which is
guaranteed never to exceed 2.5% of such premium payment. On a current basis, the
sales load in all Policy Years is 2.5% of premium paid up to the Target Premium
plus 0.5% of premiums in excess of the Target Premium. The total sales load
actually deducted from any Policy will be equal to the sum of this front-end
sales load plus any sales surrender charge. 

The Company also deducts from premium payments a tax expense charge of 3.5%, on
both current and guaranteed basis, of all premium payments. This charge
reimburses the Company for premium taxes imposed by various state and local
jurisdictions and for federal taxes imposed under Section 848 of the Code. The
3.5% tax expense rate consists of the following components: (1) a state premium
tax rate of 2.25%; and (2) a federal tax rate of 1.25%.

The Company expects to pay an average state premium tax rate of approximately
2.25% of premiums for all states, although such tax rates range by state from 0%
to 4%. To reimburse the Company for the payment of state premium taxes
associated with the Policies, the Company deducts a charge for state premium
taxes equal to 2.25% of all premium payments received. This charge may be more
or less than the amount actually assessed by the state in which a particular
Policy Owner lives. The 1.25% federal tax component is designed to reimburse the
Company for expenses incurred from federal taxes imposed under Section 848 of
the Code. The Company does not expect to make a profit from this charge.

SURRENDER CHARGES

The Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered during the first nine Policy Years. The maximum initial
Surrender Charge varies by issue age, sex, Specified Amount and underwriting
classification and is calculated based on the initial Specified Amount. The
following table illustrates the maximum initial Surrender Charge per $1,000 of
initial Specified Amount for Policies which are issued on a standard basis (see
Appendix 1 for specific examples).

                                       14

                                    17 of 90

<PAGE>   18



                    Initial Specified Amount $50,000-$99,999
<TABLE>
<CAPTION>

      Issue                Male                    Female                   Male                   Female
       Age              Non-Tobacco             Non-Tobacco               Standard                Standard
<S>    <C>               <C>                     <C>                      <C>                     <C>   
       25                $7.773                  $7.518                   $8.369                  $7.818
       35                 8.817                   8.396                    9.811                   8.889
       45                12.185                  11.390                   13.884                  12.164
       55                15.628                  13.995                   18.410                  15.106
       65                22.274                  19.043                   26.559                  20.607


                       Initial Specified Amount $100,000+
<CAPTION>

      Issue                Male                    Female                   Male                   Female
       Age              Non-Tobacco             Non-Tobacco               Standard                Standard
<S>    <C>               <C>                     <C>                      <C>                     <C>   
       25                $5.773                  $5.518                   $6.369                  $5.818
       35                 6.817                   6.396                    7.811                   6.889
       45                 9.685                   8.890                   11.384                   9.664
       55                13.128                  11.495                   15.910                  12.606
       65                21.274                  18.043                   25.559                  19.607
</TABLE>


The Surrender Charge is comprised of two components: an underwriting component
and sales component. The underwriting component varies by issue age in the
following manner:

                              Charge per $1,000 of
                            Initial Specified Amount

      Issue            Specified Amounts           Specified Amounts
       Age            less than $100,000           $100,000 or more
       0-35                  $6.00                        $4.00
      36-55                   7.50                         5.00
      56-80                   7.50                         6.50


The underwriting component is designed to cover the administrative expenses
associated with underwriting and issuing the Policy, including the costs of
processing applications, conducting medical exams, determining insurability and
the Insured's underwriting class, and establishing policy records. The Company
does not expect to profit from the underwriting component. The Surrender Charge
may be insufficient to recover certain expenses related to the sale of the
Policies. Unrecovered expenses are borne by the Company's general assets which
may include profits, if any, from mortality and expense risk charges (see
"Deductions from the Cash Value"). Additional premiums and/or income earned on
assets in the Variable Account have no effect on these charges. The remainder of
the Surrender Charge which is not attributable to the underwriting component
represents the sales component. In no event will this component exceed 26 1/2%
of the lesser of the SEC Guideline Level Premium required in the first year or
the premiums actually paid in the first year. The purpose of the sales component
is to reimburse the Company for some of the expenses incurred in the
distribution of the Policies. The Company also deducts 3.5% of each premium for
sales load (see "Deductions from Premiums"). 

Policies that are surrendered during the first nine Policy Years following an
increase in the Specified Amount will incur a Surrender Charge associated with
the increase. This Surrender Charge is comprised of an underwriting component
and sales component. The maximum initial Surrender Charge associated with the
increase is based on the attained age at the time of the increase, the
underwriting classification of the increase, sex, and the amount of the increase
in Specified Amount. The actual initial Surrender Charge associated with the
increase is based upon the maximum initial Surrender Charge and the premium
received within one year of the increase in Specified Amount.

Increases that are caused by a change in death benefit option (See "Changes in
the Death Benefit Option") that preserve the Net Amount At Risk are not subject
to a Surrender Charge. The Surrender Charge associated with the increase for
Policy Years following the increase is a percentage of the initial Surrender
Charge.


                                       15

                                    18 of 90


<PAGE>   19

The following table illustrates the maximum initial Surrender Charge per $1,000
of Specified Amount increase for Policies increasing coverage on a standard
basis.

<TABLE>
<CAPTION>
   Issue                Male                 Female                Male                Female
    Age              Non-Tobacco          Non-Tobacco            Standard             Standard
<S>                     <C>                  <C>                   <C>                  <C>   
    25                  $3.464               $3.311                $3.821               $3.491
    35                   4.090                3.837                 4.686                4.133
    45                   5.811                5.334                 6.830                5.798
    55                   7.877                6.897                 9.546                7.563
    65                  12.764               10.826                15.335               11.764
</TABLE>



- -Reductions to Surrender Charges

The Surrender Charges are reduced in subsequent Policy Years in the following
manner:
<TABLE>
<CAPTION>

                      Surrender Charge                          Surrender Charge
    Completed        as a % of Initial        Completed        as a % of Initial
  Policy Years       Surrender Charges       Policy Years      Surrender Charges
<S>                         <C>                   <C>                 <C>
        0                   100%                  5                   60%
        1                   100%                  6                   50%
        2                     90%                 7                   40%
        3                     80%                 8                   30%
        4                     70%                 9+                   0%
</TABLE>


The renewal surrender charge is reduced by any partial surrender charge actually
paid on previous decreases in Specified Amount.


For the Initial Specified Amount, a completed Policy Year (in the chart above)
is measured from the Issue Date. For any increase in Specified Amount, a
completed Policy Year (in the chart above) is measured from the effective date
of the increase.

Special guaranteed maximum Surrender Charges apply in Pennsylvania (see Appendix
1).

Decreases in Specified Amount requested by a Policy Owner will incur a
proportional Surrender Charge. This proportion is equal to the decrease in
Specified Amount divided by the Specified Amount prior to the decrease. In the
case of a Policy with prior increases, these fractional surrender charges will
be calculated separately for the Initial Specified Amount and each increase in
Specified Amount. For a Policy with prior increases in Specified Amounts, these
decreases will be made on a LIFO (last in first out) basis and therefore
decrease each segment in reverse order of its effective date.

Decreases in Specified Amount resulting from a partial surrender or a death
benefit option change that preserves the Net Amount Risk will not incur a
proportional Surrender Charge.

DEDUCTIONS FROM CASH VALUE

The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:


     -    monthly cost of insurance charges; plus

     -    monthly cost of any additional benefits provided by riders; plus

     -    monthly administrative expense charge; plus

     -    mortality and expense risk charge.

These deductions will be charged proportionately to the Cash Value in each
Variable Account Sub-Account and the Fixed Account.

- -Monthly Cost of Insurance


The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the Net Amount At Risk.

                                       16


                                    19 of 90



<PAGE>   20

If death benefit Option 1 or Option 3 is in effect and there have been increases
in the Specified Amount, then the Cash Value shall first be considered a part of
the initial Specified Amount. If the Cash Value exceeds the initial Specified
Amount, it shall then be considered a part of the additional increases in
Specified Amount resulting from the increases in the order of the increases.

Monthly cost of insurance rates will not exceed those guaranteed in the Policy.
Guaranteed cost of insurance rates for Policies issued on Specified Amounts less
than $100,000 are based on the 1980 Commissioners Extended Term Mortality Table,
Age Last Birthday (1980 CET). Guaranteed cost of insurance rates for Policies
issued on Specified Amounts $100,000 or more are based on the 1980 Commissioners
Standard Ordinary Mortality Table, Age Last Birthday (1980 CSO). Guaranteed cost
of insurance rates for Policies issued on a substandard basis are based on
appropriate percentage multiples of the guaranteed cost of insurance rate on a
standard basis. These mortality tables are sex distinct. In addition, separate
mortality tables will be used for tobacco and non-tobacco.

For group or sponsored arrangements (including employees of the Company and
their family members) and for special exchange programs which the Company may
make available from time to time, the mortality tables are unisex.

For Policies issued in Texas on a standard basis ("Special Class - Standard" in
Texas), guaranteed cost of insurance rates for Specified Amounts less than
$100,000 are based on 130% of the 1980 Commissioners Standard Ordinary Mortality
Table, Age Last Birthday (1980 CSO). For Policies issued in the state of
Montana, the mortality tables are unisex.

The rate class of an Insured may affect the cost of insurance rate. The Company
currently places Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise identical Policy,
an Insured in the standard rate class will have a lower cost of insurance than
an Insured in a rate class with higher mortality risks. The Company may also
issue certain Policies on a "Non Medical" basis to certain categories of
individuals. Due to the underwriting criteria established for Policies issued on
a Non Medical basis, actual rates will be higher than the current cost of
insurance rates being charged under Policies that are medically underwritten.

- -Monthly Administrative Charge

The Company deducts a monthly Administrative Expense Charge to reimburse it for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy Owners. This charge is designed only to
reimburse the Company for certain actual administrative expenses. The Company
does not expect to recover from this charge any amount in excess of aggregate
maintenance expenses. Currently, this charge is $10 per month in the first year,
$5 per month in renewal years. The Company may at its sole discretion increase
this charge. However, the Company guarantees that this charge will never exceed
$10 per month in the first year and $7.50 per month in renewal years.

- -Mortality and Expense Risk Charge

The Company assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risks assumed under the Policies is that the Insured may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and administering the Policies may be greater than
expected. In addition, the Company assumes risks associated with the
non-recovery of policy issue, underwriting and other administrative expenses due
to Policies which lapse or are surrendered in the early Policy Years.

To compensate the Company for assuming these risks associated with the Policies,
the Company deducts on a monthly basis from the Cash Value attributable to the
Variable Account a charge to provide for mortality and expense risks. This
charge is equivalent to an annual effective rate of 0.60% of the first $25,000
of Cash Value attributable to the Variable Account, 0.30% of the next $225,000
of Cash Value attributable to the Variable Account, and 0.10% of Cash Value
attributable to the Variable Account in excess of $250,000. To the extent that
future levels of mortality and expenses are less than or equal to those
expected, the Company may realize a profit from this charge. The Surrender
Charge may be insufficient to recover certain expenses related to the sale of
the Policies. Unrecovered expenses are born by the Company's general assets
which may include profits, if any, from mortality and expense risk charges (see
"Surrender Charges").

The Company does not currently assess any charge for income taxes incurred by
the Company as a result of the operations of the Sub-Accounts of the Variable
Account (see "Taxation of the Company"). The Company

                                       17

                                    20 of 90


<PAGE>   21

reserves the right to assess a charge for such taxes against the Variable
Account if the Company determines that such taxes will be incurred.

REDUCTION OF CHARGES

The Policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including employees of the Company
and their family members) and for special exchange programs which the Company
may make available from time to time, the Company reserves the right to reduce
or eliminate the sales load, mortality and expense risk charges, surrender
charge, monthly administrative charge, monthly cost of insurance charges or
other charges normally assessed on certain multiple life cases where it is
expected that the size or nature of such cases will result in savings of sales,
underwriting, administrative or other costs.

Eligibility for and the amount of these reductions will be determined by a
number of factors, including the number of Insureds, the total premium expected
to be paid, total assets under management for the Policy Owner, the nature of
the relationship among individual Insureds, the purpose for which the Policies
are being purchased, the expected persistency of individual Policies, and any
other circumstances which, in the opinion of the Company is rationally related
to the expected reduction in expenses. The extent and nature of reductions may
change from time to time. Any variations in the charge structure will be
determined in a uniform manner reflecting differences in costs of services and
not unfairly discriminatory to Policy Owners.

                            HOW THE CASH VALUE VARIES

On any date during the Policy Year, the Cash Value equals the Cash Value on the
preceding Valuation Date, plus any Net Premium applied since the previous
Valuation Date, minus any partial surrenders, plus or minus any investment
results, minus any surrender charge for decreases in Specified Amount, and less
any Policy Charges. 

There is no guaranteed Cash Value. The Cash Value will vary with the investment
experience of the Variable Account and/or the daily crediting of interest in the
Fixed Account and Policy Loan Account depending on the allocation of Cash Value
by the Policy Owner.

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

The Cash Value in each Sub-Account is converted to Accumulation Units of that
Sub-Account. The conversion is accomplished by dividing the amount of Cash Value
allocated to a Sub-Account by the value of an Accumulation Unit for the
Sub-Account of the Valuation Period during which the allocation occurs.

The value of an Accumulation Unit for each Sub-Account was arbitrarily set
initially at $10 when the Underlying Mutual Fund shares in that Sub-Account were
available for purchase. The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each Sub-Account for
the immediately preceding Valuation Period by the Net Investment Factor for the
Sub-Account during the subsequent Valuation Period. The value of an Accumulation
Unit may increase or decrease from Valuation Period to Valuation Period. The
number of Accumulation Units will not change as a result of investment
experience.

NET INVESTMENT FACTOR

The Net Investment Factor for any Valuation Period is determined by dividing (a)
by (b) where:

(a)    is the net of:

       (1)    the net asset value per share of the Underlying Mutual Fund held
              in the Sub-Account determined at the end of the current Valuation
              Period, plus

       (2)    the per share amount of any dividend or capital gain distributions
              made by the Underlying Mutual Fund held in the Sub-Account if the
              "ex-dividend" date occurs during the current Valuation Period,
              plus or minus.

(b)    is the net of the net asset value per share of the Underlying Mutual Fund
       held in the Sub-Account determined at the end of the immediately
       preceding Valuation Period (see "Taxation of the Company").


                                       18

                                    21 of 90


<PAGE>   22



For Underlying Mutual Fund options that credit dividends on a daily basis and
pay such dividends once a month, the Net Investment Factor allows for the
monthly reinvestment of these daily dividends.

   
The Net Investment Factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease. Currently, the Company does
not maintain a tax reserve with respect to the Policies since income with
respect to the Underlying Mutual Funds is not taxable to the Company or the
Variable Account. The Company reserves the right to adjust the calculation of
the net investment factor to reflect a reserve should such income or other items
become taxable to the Company in the future. It should be noted that changes in
the Net Investment Factor may not be directly proportional to changes in the net
asset value of Underlying Mutual Fund shares, because of any charge or credit
for tax reserves.
    

VALUATION OF ASSETS

Underlying Mutual Fund shares in the Variable Account will be valued at their
net asset value.

DETERMINING THE CASH VALUE

The sum of the value of all Variable Account Accumulation Units attributable to
the Policy and amounts credited to the Fixed Account and the Policy Loan Account
is the Cash Value. The number of Accumulation Units credited per each
Sub-Account are determined by dividing the net amount allocated to the
Sub-Account by the Accumulation Unit Value for the Sub-Account for the Valuation
Period during which the premium is received by the Company. In the event part or
all of the Cash Value is surrendered or charges or deductions are made against
the Cash Value, an appropriate number of Accumulation Units from the Variable
Account and an appropriate amount from the Fixed Account will be deducted in the
same proportion that the Policy Owner's interest in the Variable Account and the
Fixed Account bears to the total Cash Value.

The Cash Value in the Fixed Account and the Policy Loan Account is credited with
interest daily at an effective annual rate which the Company periodically
declares. (For a description of the annual effective credited rates, see "The
Fixed Account Option" and "Policy Loans.") Upon request, the Company will inform
the Policy Owner of the then applicable rates for each account.

VALUATION PERIODS AND VALUATION DATES

A Valuation Period is the period commencing at the close of business on the New
York Stock Exchange and ending at the close of business for the next succeeding
Valuation Date. A Valuation Date is each day that the New York Stock Exchange
and the Company's Home Office are open for business or any other day during
which there is sufficient degree of trading that the current net asset value of
the Accumulation Units might be materially affected.

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

The Policy Owner may surrender the Policy in full at any time while the Insured
is living and receive its Cash Surrender Value. The cancellation will be
effective as of the date the Company receives a proper written request for
cancellation and the Policy. Such written request must be signed and, the
Company may require the signature to be guaranteed by a member firm of the New
York, American, Boston, Midwest, Philadelphia or Pacific Stock Exchanges, or by
a commercial bank or a savings and loan, which is a member of the Federal
Deposit Insurance Corporation. In some cases, the Company may require additional
documentation of a customary nature.

CASH SURRENDER VALUE

The Cash Surrender Value increases or decreases daily to reflect the investment
experience of the Variable Account and the daily crediting of interest in the
Fixed Account and the Policy Loan Account. The Cash Surrender Value equals the
Policy's Cash Value, next computed after the date the Company receives a proper
written request for surrender and the Policy, minus any charges, Indebtedness or
other deductions due on that date, which may also include a Surrender Charge.

PARTIAL SURRENDERS


After the Policy has been in force for one year, the Policy Owner may request a
partial surrender. When a partial surrender is made, the Cash Value will be
reduced by the amount of the partial surrender. Further, the Specified Amount
will be reduced by the amount necessary to prevent any increase to the Net
Amount At Risk, unless the 


                                       19

                                    22 of 90


<PAGE>   23

partial surrender is treated as a preferred partial surrender. Partial
surrenders will be permitted only if they satisfy the following requirements:

     1.   The minimum partial surrender is $200;

     2.   The partial surrender may not reduce the Specified Amount below the
          Minimum Specified Amount;

     3.   During the first ten Policy Years, the maximum amount of a partial
          surrender cannot exceed 10% of Cash Surrender Value as of the
          beginning of the Policy Year;

     4.   After the completion of ten Policy Years, the maximum amount of a
          partial surrender is the Cash Surrender Value less the greater of $500
          or three monthly deductions; and

     5.   After the partial surrender, the Policy continues to qualify as life
          insurance.

- -Preferred Partial Surrenders

A partial surrender is considered a preferred partial surrender if the following
conditions are met: (1) such surrender occurs before the 15th Policy
Anniversary; and (2) the surrender amount plus the amount of any previous
preferred policy surrenders in that same Policy Year does not exceed 10% of the
Cash Surrender Value as of the beginning of the Policy Year.

- -Reduction of the Specified Amount

When a partial surrender is made, in addition to the Cash Value being reduced by
the amount of the partial surrender, the Specified Amount may also be reduced,
except for a preferred partial surrender. The reduction to the Specified Amount
will be made in the following order: (1) against the most recent increase in the
Specified Amount; (2) against the next most recent increases in the Specified
Amount in succession; and (3) against the Specified Amount under the original
application.

   
The Company reserves the right to deduct a fee from the partial surrender
amount. The maximum fee is $25.00. Certain partial surrenders may result in
currently taxable income and tax penalties (see "Tax Matters").
    

MATURITY PROCEEDS

The Maturity Date is the Policy Anniversary on or next following the Insured's
100th birthday. The maturity proceeds will be payable to the Policy Owner on the
Maturity Date provided the Policy is still in force. The Maturity Proceeds will
be equal to the amount of the Policy's Cash Value, less any Indebtedness.

INCOME TAX WITHHOLDING

Federal law requires the Company to withhold income tax from any portion of
surrender proceeds that is subject to tax, unless the Policy Owner advises the
Company, in writing, of his or her request not to withhold.

If the Policy Owner requests that the Company not withhold taxes, or if the
taxes withheld are insufficient, the Policy Owner may be liable for payment of
an estimated tax. The Policy Owner should consult his or her tax advisor.

In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following: (1) the value each year of the life
insurance protection provided, (2) an amount equal to any employer-paid
premiums; or (3) some or all of the amount by which the current value exceeds
the employer's interest in the Contract. Participants should consult with the
sponsor or the administrator of the Plan, and/or with their personal tax or
legal advisor, to determine the tax consequences, if any, of their
employer-sponsored life insurance arrangements.

                                  POLICY LOANS
TAKING A POLICY LOAN

The Policy Owner may take a Policy loan at any time using the Policy as
security. Maximum Policy Indebtedness is limited to Cash Value attributable to
both Fixed and Policy Loan Accounts, and 90% of the Cash Value of the Variable
Account, less any Surrender Charges The Company will not grant a loan for an
amount less than $200. Should the Death Proceeds become payable, the Policy be
surrendered, or the Policy mature while a loan is outstanding, the amount of
Policy Indebtedness will be deducted from the death benefit, Cash Surrender
Value or the maturity proceeds, respectively.

                                       20


                                    23 of 90



<PAGE>   24

Any request for a Policy loan must be in written form satisfactory to the
Company. The request must be signed and, where permitted, the signature
guaranteed by a member firm of the New York, American, Boston, Midwest,
Philadelphia or Pacific Stock Exchanges; or by a commercial bank or a savings
and loan which is a member of the Federal Deposit Insurance Corporation. Certain
policy loans may result in currently taxable income and tax penalties (see "Tax
Matters").

A Policy Owner considering the use of policy loans in connection with his or her
retirement income plan should consult his or her personal tax adviser regarding
potential tax consequences that may arise if necessary payments are not made to
keep the Policy from lapsing. The amount of such payments necessary to prevent
the Policy from lapsing would increase with age (see "Tax Matters").

EFFECT ON INVESTMENT PERFORMANCE

When a loan is made, an amount equal to the amount of the loan is transferred
from the Variable Account to the Policy Loan Account. If the assets relating to
a Policy are held in more than one Sub-Account, withdrawals from Sub-Accounts
will be made in proportion to the assets in each Variable Sub-Account at the
time of the loan. Policy loans will be transferred from the Fixed Account only
when insufficient amounts are available in the Variable Sub-Accounts. The amount
taken out of the Variable Account will not be affected by the Variable Account's
investment experience while the loan is outstanding.

INTEREST

The annual effective loan interest rate charged on Policy Loans is 3.9%.

On a current basis, the Cash Value in the Policy Loan Account is credited with
an annual effective rate of 3% during Policy Years 1 through 10 and an annual
effective rate of 3.9% during the 11th and subsequent Policy Years. The Company
may change the current interest crediting rate on the policy loans at any time
at its sole discretion. However, the crediting rate is guaranteed never to be
lower than 3% during Policy Years 1 through 10 and 3.65% during the 11th and
subsequent Policy Years. In the event that it is determined that such loans will
be treated, as a result of the differential between the interest crediting rate
and the loan interest rate, as taxable distributions under any applicable
ruling, regulation, or court decision, the Company retains the right to increase
the net cost (by decreasing the interest crediting rate) on all subsequent
policy loans to an amount that would result in the transaction being treated as
a loan under Federal tax law. If this amount is not prescribed by such ruling,
regulation, or court decision, the amount will be that which the Company
considers to be more likely to result in the transaction being treated as a loan
under Federal tax law. 

Amounts transferred to the Policy Loan Account will earn interest daily from the
date of transfer. The earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary,
at the time a new loan is requested, or at the time of loan repayment. It will
be allocated according to the Fund allocation factors in effect at the time of
the transfer.

Interest is charged daily and is payable at the end of each Policy Year or at
the time of loan repayment. Unpaid interest will be added to the existing Policy
Indebtedness as of the due date and will be charged interest at the same rate as
the rest of the Indebtedness.

Whenever the total Policy Indebtedness exceeds the Cash Value less any Surrender
Charges, and if the Guaranteed Policy Continuation Period is not in effect, the
Company will send a notice to the Policy Owner and the assignee, if any. The
Policy will terminate without value 61 days after the mailing of the notice
unless a sufficient repayment is made during that period. A repayment is
sufficient if it is large enough to reduce the total Policy Indebtedness to an
amount equal to the total Cash Value less any Surrender Charges plus an amount
sufficient to continue the Policy in force for 3 months.

EFFECT ON DEATH BENEFIT AND CASH VALUE

A Policy loan, whether or not repaid, will have a permanent effect on the Death
Benefit and Cash Value because the investment results of the Variable Account or
the Fixed Account will apply only to the non-loaned portion of the Cash Value.
The longer the loan is outstanding, the greater the effect is likely to be.
Depending on the investment results of the Variable Account or the Fixed Account
while the loan is outstanding, the effect could be favorable or unfavorable.


                                       21

                                    24 of 90



<PAGE>   25

REPAYMENT

All or part of the Indebtedness may be repaid at any time while the Policy is in
force during the Insured's lifetime. Any payment intended as a loan repayment,
rather than a premium payment, must be identified as such. Loan repayments will
be credited to the Variable Sub-Accounts and the Fixed Account in proportion to
the Policy Owner's Underlying Mutual Fund allocation factors in effect at the
time of the repayment. Each repayment may not be less than $50. The Company
reserves the right to require that any loan repayments resulting from Policy
loans transferred from the Fixed Account must be first allocated to the Fixed
Account.

                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

At issue, the Policy Owner selects the Specified Amount and the death benefit
option. At issue, the Policy Owner also irrevocably elects either of the
following tests qualifying the Policy as life insurance under Section 7702 of
the Code: 1.) Guideline Premium/Cash Value Corridor Test or 2.) the Cash Value
Accumulation Test.

While the Policy is in force, the death benefit will never be less than the
Specified Amount. The death benefit may vary with the Cash Value of the Policy,
which depends on investment performance.

The Policy Owner may choose one of three death benefit options.

Under OPTION 1, the death benefit will be the greater of the Specified Amount or
Minimum Required Death Benefit. Under OPTION 1, the amount of the death benefit
will ordinarily not change for several years to reflect the investment
performance and may not change at all. If investment performance is favorable,
the amount of death benefit may increase. To see how and when investment
performance will begin to affect death benefits, please see the illustrations.

Under OPTION 2, the death benefit will be the greater of the Specified Amount
plus the Cash Value as of the date of death, or Minimum Required Death Benefit
and will vary directly with the investment performance.

Under OPTION 3, the death benefit is the greater of: the Minimum Required Death
Benefit or the sum of the Specified Amount on the date of death and accumulated
premium account which consists of all premium payments accumulated to date of
death less partial surrenders accumulated to date of death. The accumulated
premium account will accumulate to the date of death all premium payments less
any partial surrenders. The accumulations will be calculated based on the OPTION
3 interest rate shown on the Policy data page. In no event will the accumulated
premium account be less than zero or greater than the maximum accumulated
premium account shown on the Policy data page. Once elected, OPTION 3 is
irrevocable.

For any death benefit option, the calculation of the Minimum Required Death
Benefit is shown on the Policy Data Page. The Minimum Required Death Benefit is
the lowest death benefit which will qualify the Policy as life insurance under
Section 7702 of the Code. A change in death benefit option will not be permitted
if it results in the total premiums paid exceeding the then current maximum
premium limitations under Section 7702 of the Code where the Policy Owner has
selected Guideline Premium/Cash Value Corridor Test.

PROCEEDS PAYABLE ON DEATH

The actual Death Proceeds payable on the Insured's death will be the death
benefit as described above, less any Policy Indebtedness and less any unpaid
Policy Charges. Under certain circumstances, the Death Proceeds may be adjusted
(see "Incontestability", "Error in Age or Sex", and "Suicide").

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

The Policy Owner may exchange the Policy for a flexible premium adjustable life
insurance policy offered by the Company on the Policy Date. The benefits for the
new policy will not vary with the investment experience of a separate account.
The exchange must be elected within 24 months from the Policy Date. No evidence
of insurability will be required.

The Policy Owner and Beneficiary under the new policy will be the same as those
under the exchanged Policy on the effective date of the exchange. The new policy
will have a death benefit on the exchange date not more than the death benefit
of the original Policy immediately prior to the exchange date. The new policy
will have the same Policy Date and issue age as the original Policy. The initial
Specified Amount and any increases in Specified Amount will have the same rate
class as those of the original Policy. Any Indebtedness may be transferred to
the new policy.


                                       22

                                    25 of 90



<PAGE>   26

The exchange may be subject to an equitable adjustment in rates and values to
reflect variances, if any, in the rates and values between the two Policies.
After adjustment, if any excess is owed the Policy Owner, the Company will pay
the excess to the Policy Owner in cash. The exchange may be subject to federal
income tax withholding (see "Income Tax Withholding").

                          CHANGES OF INVESTMENT POLICY

The Company may materially change the investment policy of the Variable Account.
The Company must inform the Policy Owners and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which may disapprove it if deemed detrimental to the interests of
the Policy Owners or if it renders the Company's operations hazardous to the
public. If a Policy Owner objects, the Policy may be converted to a
substantially comparable General Account life insurance policy offered by the
Company on the life of the Insured. The Policy Owner has the later of 60 days (6
months in Pennsylvania) from the date of the investment policy change or 60 days
(6 months in Pennsylvania) from being informed of such change to make this
conversion. The Company will not require evidence of insurability for this
conversion.

The new policy will not be affected by the investment experience of any separate
account. The new policy will be for an amount of insurance not exceeding the
death benefit of the Policy converted on the date of such conversion.

            GRACE PERIOD AND GUARANTEED POLICY CONTINUATION PROVISION

GRACE PERIOD

If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current monthly deduction, and the Guaranteed Policy Continuation
Provision is not in effect, a grace period will be allowed for the payment of a
premium of at least four times the current monthly deduction. The Company will
send the Policy Owner a notice at the start of the grace period, at the address
in the application or another address specified by the Policy Owner, stating the
amount of premium required. The grace period will end 61 days after the day the
notice is mailed. If sufficient premium is not received by the Company by the
end of the grace period, the Policy will lapse without value. If Death Proceeds
become payable during the grace period, the Company will pay the Death Proceeds.

GUARANTEED POLICY CONTINUATION PROVISION

This Policy will not lapse during the Guaranteed Policy Continuation Period
provided that on each Monthly Anniversary Day (1) is greater than or equal to
(2) where:

       (1)    Is the sum of all premiums paid to date minus any Indebtedness, 
              and minus any partial surrenders; and

       (2)    Is the sum of Minimum Monthly Premiums required since the Policy
              Date including the Minimum Monthly Premium for the current Monthly
              Anniversary Day.

The Guaranteed Policy Continuation Period is the lesser of 30 Policy Years or
the number of Policy Years until the Insured reaches Attained Age 65. For
Policies issued to ages greater than 55, the Guaranteed Policy Continuation
Period is 10 Policy Years.

                                  REINSTATEMENT

If the grace period ends and the Policy Owner has neither paid the required
premium nor surrendered the Policy for its Cash Surrender Value, the Policy
Owner may reinstate the Policy by:

          1.   submitting a written request at any time within 3 years after the
               end of the grace period and prior to the Maturity Date;

          2.   providing evidence of insurability satisfactory to the Company;

          3.   paying sufficient premium to cover all policy charges that were
               due and unpaid during the grace period;

          4.   paying sufficient premium to keep the Policy in force for 3
               months from the date of reinstatement; and

                                       23

                                    26 of 90
<PAGE>   27

          5.   paying or reinstating any Indebtedness against the Policy which
               existed at the end of the grace period.


The effective date of a reinstated Policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by the
Company. If your Policy is reinstated, the Cash Value on the date of
reinstatement, but prior to applying any premiums or loan repayments received,
will be set equal to the lesser of:

          1.   the Cash Value at the end of the grace period; or

          2.   the Surrender Charge for the Policy Year in which the Policy was
               reinstated.

Unless the Policy Owner has provided otherwise, all amounts will be allocated
based on the Underlying Mutual Fund allocation factors in effect at the start of
the grace period.

                            THE FIXED ACCOUNT OPTION

Under exemptive and exclusionary provisions, interests in the Company's General
Account have not been registered under the Securities Act of 1933 and the
General Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the General Account nor any
interests therein is subject to the provisions of these Acts, and the Company
has been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in this prospectus relating to the Fixed Account
option. Disclosures regarding the General Account may, however, be subject to
certain generally applicable provisions of the federal securities laws
concerning the accuracy and completeness of statements made in prospectuses.

As explained earlier, a Policy Owner may elect to allocate or transfer all or
part of the Cash Value to the Fixed Account and the amount allocated or
transferred becomes part of the Company's General Account. The Company's General
Account consists of all assets of the Company other than those in the Variable
Account and in other separate accounts that have been or may be established by
the Company. Subject to applicable law, the Company has sole discretion over the
investment of the assets of the General Account, and Policy Owners do not share
in the investment experience of those assets. The Company guarantees that the
part of the Cash Value invested under the Fixed Account option will accrue
interest daily at an effective annual rate that the Company declares
periodically. The Fixed Account crediting rate will not be less than an
effective annual rate of 3%. Upon request the Company will inform the Policy
Owner of the then applicable rate. The Company is not obligated to credit
interest at a higher rate.

                     CHANGES IN EXISTING INSURANCE COVERAGE

The Policy Owner may request certain changes in the insurance coverage under the
Policy. Any request must be in writing and received at the Company's Home
Office. No change will take effect unless the Cash Surrender Value, after the
change, is sufficient to keep the Policy in force for at least 3 months.

Specified Amount Increases

After the first Policy Year, the Policy Owner may request an increase to the
Specified Amount. Any increase will be subject to the following conditions:

     1.   the request must be applied for in writing;

     2.   satisfactory evidence of insurability must be provided;

     3.   the increase must be for a minimum of $10,000;

     4.   the Cash Surrender Value is sufficient to continue the Policy in force
          for at least 3 months; and

     5.   age limits are the same as for a new issue.

Any approved increase will have an effective date of the Monthly Anniversary Day
on or next following the date the Company approves the supplemental application.
The Company reserves the right to limit the number of Specified Amount increases
to one each Policy Year.


                                       24

                                    27 of 90

<PAGE>   28

SPECIFIED AMOUNT DECREASES

After the first Policy Year, the Policy Owner may also request a decrease to the
Specified Amount. Any approved decrease will be effective on the Monthly
Anniversary Day on or next following the date the Company receives the request.
Any such decrease shall reduce insurance in the following order:

       1.     against insurance provided by the most recent increase;

       2.     against the next most recent increases successively; and

       3.     against insurance provided under the original application.

The Company reserves the right to limit the number of Specified Amount decreases
to one each Policy Year. The Company will refuse a request for a decrease which
would:

       1.     reduce the Specified Amount to less than the Minimum Specified 
              Amount; or

       2.     disqualify the Policy as a contract for life insurance.

CHANGES IN THE DEATH BENEFIT OPTION

After the first Policy Year, the Policy Owner may elect to change the death
benefit option under the Policy from either Option 1 to Option 2, or from Option
2 to Option 1. Initial elections to Option 3 are irrevocable. Accordingly, such
changes to or from Option 3 are not permitted. Only one change of death benefit
option is permitted per Policy Year. The effective date of such change will be
the Monthly Anniversary Day following the date such change is approved by the
Company.

In order for any such change in the death benefit option to become effective,
the Cash Surrender Value, after such change, must be sufficient to keep the
Policy in force for at least three months subsequent to said change.

The Company will adjust the Specified Amount such that the Net Amount At Risk
remains constant before and after the death benefit option change. A change in
death benefit option will not be permitted if it results in the total premiums
paid exceeding the then current maximum premium limitations under Section 7702
of the Code where the Policy Owner has selected Guideline Premium/Cash Value
Corridor Test. 

                             OTHER POLICY PROVISIONS

POLICY OWNER

While the Insured is living, all rights in this Policy are vested in the Policy
Owner named in the application or as subsequently changed, subject to
assignment, if any.

The Policy Owner may name a contingent Policy Owner or a new Policy Owner while
the Insured is living. Any change must be in a written form satisfactory to the
Company and recorded at the Company's Home Office. Once recorded, the change
will be effective when signed. The change will not affect any payment made or
action taken by the Company before it was recorded. The Company may require that
the Policy be submitted for endorsement before making a change.

If the Policy Owner is other than the Insured and names no contingent Policy
Owner, and dies before the Insured, the Policy Owner's rights in this Policy
belong to the Policy Owner's estate.

BENEFICIARY

The Beneficiary(ies) shall be as named in the application or as subsequently
changed, subject to assignment, if any.

The Policy Owner may name a new Beneficiary while the Insured is living. Any
change must be in a written form satisfactory to the Company and recorded at the
Company's Home Office. Once recorded, the change will be effective when signed.
The change will not affect any payment made or action taken by the Company
before it was recorded.

If any Beneficiary predeceases the Insured, that Beneficiary's interest passes
to any surviving Beneficiary(ies), unless otherwise provided. Multiple
Beneficiaries will be paid in equal shares, unless otherwise provided. If no
named Beneficiary survives the Insureds, the Death Proceeds shall be paid to the
Policy Owner or the Policy Owner's estate.

                                       25

                                    28 of 90

<PAGE>   29

ASSIGNMENT

While the Insured is living, the Policy Owner may assign his or her rights in
the Policy. The assignment must be in writing, signed by the Policy Owner and
recorded by the Company at its Home Office. Any assignment will not affect any
payments made or actions taken by the Company before it was recorded. The
Company is not responsible for any assignment not submitted for recording, nor
is the Company responsible for the sufficiency or validity of any assignment.
The assignment will be subject to any Indebtedness owed to the Company before it
was recorded.

INCONTESTABILITY

The Company will not contest payment of the Death Proceeds based on the initial
Specified Amount after the Policy has been in force during the Insured's
lifetime for 2 years from the Policy Date. For any increase in Specified Amount
requiring evidence of insurability, the Company will not contest payment of the
Death Proceeds based on such an increase after it has been in force during the
Insured's lifetime for 2 years from its effective date.

ERROR IN AGE OR SEX

If the age or sex of the Insured has been misstated, the death benefit and Cash
Value will be adjusted. The amount of the death benefit will be (1) multiplied
by (2) and then the result added to (3), where:

       (1)    is the Net Amount At Risk at the time of the Insured's death;

       (2)    is the ratio of the monthly cost of insurance applied in the
              policy month of death and the monthly cost of insurance that
              should have been applied at the true age and sex in the policy
              month of death; and

       (3)    is the Cash Value at the time of the Insured's death.

The Cash Value will be adjusted to reflect the cost of insurance charges on the
correct age and sex from the Policy Date.

SUICIDE

If the Insured dies by suicide, while sane or insane, within two years from the
Policy Date, the Company will pay no more than the sum of the premiums paid,
less any Indebtedness and less any partial surrenders. If the Insured dies by
suicide, while sane or insane, within two years from the date an application is
accepted for an increase in the Specified Amount, the Company will pay no more
than the amount paid for such additional benefit.

NONPARTICIPATING POLICIES

These are nonparticipating Policies on which no dividends are payable. These
Policies do not share in the profits or surplus earnings of the Company.


RIDERS

A rider may be added as an addition to the Policy. Riders currently include:

         1.       Maturity Extension Endorsement;
         2.       Spouse Rider;
         3.       Child Rider;
         4.       Waiver of Monthly Deductions Rider;
         5.       Accidental Death Benefit Rider;
         6.       Additional Protection Rider;
         7.       Accelerated Death Benefit Rider;
         8.       Change of Insured Rider; and

Rider availability varies by state.

                              LEGAL CONSIDERATIONS

On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from premiums made on or after
August 1, 1983. The Policies offered by this prospectus are based upon actuarial
tables which distinguish between men 


                                       26

                                    29 of 90



<PAGE>   30

and women and thus the Policies provide different benefits to men and women of
the same age. Accordingly, employers and employee organizations should consider,
in consultation with legal counsel, the impact of Norris on any employment
related insurance or benefit program before purchasing this Policy.

                          DISTRIBUTION OF THE POLICIES

   
The Policies will be sold by licensed insurance agents in those states where the
Policies may lawfully be sold. Such agents will be registered representatives of
broker dealers registered under the Securities Exchange Act of 1934 who are
member firms of the National Association of Securities Dealers, Inc. ("NASD").
The Policies will be distributed by the General Distributor, Nationwide Advisory
Services, Inc. NAS acts as general distributor for the Nationwide Multi-Flex
Variable Account, Nationwide DC Variable Account, Nationwide DCVA-II, Nationwide
Variable Account-II, Nationwide Variable Account-5, Nationwide Variable
Account-6, Nationwide Variable Account-8, Nationwide Variable Account-9,
Nationwide VA Separate Account-A, Nationwide VA Separate Account-B, Nationwide
VA Separate Account-C, Nationwide VL Separate Account-A, Nationwide VL Separate
Account-B, Nationwide VL Separate Account-C, Nationwide VLI Separate Account-2,
Nationwide VLI Separate Account-3, Nationwide VLI Separate Account-4, NACo
Variable Account and the Nationwide Variable Account, all of which are separate
investment accounts of the Company or its affiliates. NAS is a wholly owned
subsidiary of the Company.
    

NAS also acts as principal underwriter for the Nationwide Investing Foundation,
Nationwide Separate Account Trust, Financial Horizons Investment Trust,
Nationwide Investing Foundation II and Nationwide Asset Allocation Trust, which
are open-end management investment companies.

Gross first year commissions plus any expense allowance payments paid by the
Company on the sale of these Policies provided by the General Distributor will
not exceed 90% of the Target Premium plus 4% of any excess premium payments.
Gross renewal commissions in years 2 through 10 paid by the Company will not
exceed 4% of actual premium payment, and will not exceed 2% in Policy Years 11
and thereafter.

                               CUSTODIAN OF ASSETS

The Company serves as the Custodian of the assets of the Variable Account.

                                   TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Code provides that if certain tests are met, a Policy will
be treated as a life insurance policy for federal tax purposes. The Company will
monitor compliance with these tests. The Policy should thus receive the same
federal income tax treatment as fixed benefit life insurance. As a result, the
Death Proceeds payable under a Policy are excludable from gross income of the
beneficiary under Section 101 of the Code.

Section 7702A of the Code defines modified endowment contracts as those policies
issued or materially changed on or after June 21, 1988 on which the total
premiums paid during the first seven years exceed the amount that would have
been paid if the policy provided for paid up benefits after seven level annual
premiums (see "Information about the Policies"). The Code provides for taxation
of surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from modified endowment contracts (other than certain
distributions to terminally ill or chronically ill individuals) are subject to
federal income taxes in a manner similar to the way annuities are taxed.
Modified endowment contract distributions are defined by the Code as amounts not
received as an annuity and are taxable to the extent the Cash Value of the
policy exceeds, at the time of distribution, the premiums paid into the policy.
A 10% tax penalty generally applies to the taxable portion of such distributions
unless the Policy Owner is over age 59 1/2 or disabled or the distribution is
part of an annuity to the Policy Owner as defined in the Code. Under certain
circumstances, certain distributions made under a Policy on the life of a
"terminally ill individual" or a "chronically ill individual," as those terms
are defined in the Code, are excludable from gross income.

The Policies offered by this prospectus may or may not be issued as modified
endowment contracts. The Company will monitor premiums paid and will notify the
Policy Owner when the policy's non-modified endowment status is in jeopardy. If
a Policy is not a modified endowment contract, a cash distribution during the
first 15 years after a Policy is issued which causes a reduction in death
benefits may still become fully or partially taxable to the Owner pursuant to
Section 7702(f)(7) of the Code. The Policy Owner should carefully consider this
potential effect and seek further information before initiating any changes in
the terms of the policy. Under

                                       27

                                    30 of 90
<PAGE>   31

certain conditions, a Policy may become a modified endowment as a result of a
material change or a reduction in benefits as defined by Section 7702A(c) of the
Code.

In addition to meeting the tests required under Sections 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations under 817(h) provide that a
variable life policy that fails to satisfy the diversification standards will
not be treated as life insurance unless such failure was inadvertent, is
corrected, and the Policy Owner or the Company pays an amount to the Internal
Revenue Service. The amount will be based on the tax that would have been paid
by the Policy Owner if the income, for the period the policy was not
diversified, had been received by the Policy Owner. If the failure to diversify
is not corrected in this manner, the Policy Owner will be deemed the owner of
the underlying securities and taxed on the earnings of his or her account.

Representatives of the Internal Revenue Service have suggested, from time to
time, that the number of Underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of Underlying
Mutual Funds, transfers between Underlying Mutual Funds, exchanges of Underlying
Mutual Funds or changes in investment objectives of Underlying Mutual Funds such
that the Policy would no longer qualify as life insurance under Section 7702 of
the Code, the Company will take whatever steps are available to remain in
compliance.

The Company will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the Sub-Account investments
to remain in compliance.

A total surrender or cancellation of the Policy by lapse or the maturity of the
Policy on its Maturity Date may have adverse tax consequences. If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the premiums
paid into the Policy, the excess generally will be treated as taxable income,
regardless of whether or not the Policy is a modified endowment contract.

- - Federal Estate and Generation-Skipping Transfer Taxes

The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, an estate of less than $600,000 (inclusive of
certain predeath gifts) will not incur a federal estate tax liability. In
addition, an unlimited marital deduction may be available for federal estate tax
purposes, for certain amounts that pass to the surviving spouse.

When the Insured dies, the death benefit will generally be included in the
lnsured's federal gross estate if: (1) the proceeds were payable to or for the
benefit of the Insured's estate; or (2) the Insured held any "incident of
ownership" in the Policy at death or at any time within three years of death. An
incident of ownership is, in general, any right that may be exercised by the
Policy Owner, such as the right to borrow on the Policy, or the right to name a
new Beneficiary.

If the Policy Owner (whether or not he or she is the Insured) transfers
ownership of the Policy to another person, such transfer may be subject to a
federal gift tax. In addition, if such Policy Owner transfers the Policy to
someone two or more generations younger than the Policy Owner, the transfer may
be subject to the federal generation-skipping transfer tax ("GSTT"), the taxable
amount being the value of the Policy.

Similarly, if the Beneficiary is two or more generations younger than the
Insured, the payment of the Death Proceeds at the death of the Insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the U.S.
Treasury Department, the Company may be required to withhold a portion of the
Death Proceeds and pay them directly to the Internal Revenue Service as the GSTT
liability.

The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes.

The tax rate is a flat rate equal to the maximum estate tax rate (currently
55%), and there is a provision for an aggregate $1 million exemption. Due to the
complexity of these rules, the Policy Owner should consult with counsel and
other competent advisors regarding these taxes.

- - Non-Resident Aliens

Distributions to nonresident aliens ("NRAs") are generally subject to federal
income tax and tax withholding, at a statutory rate of 30% of the amount of
income that is distributed. The Company is required to withhold such amount from
the Distribution and remit it to the Internal Revenue Service. Distributions to
certain NRAs may be 


                                       28


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<PAGE>   32


subject to lower, or in certain instances zero, tax and withholding rates, if
the United States has entered into an applicable treaty. However, in order to
obtain the benefits of such treaty provisions, the NRA must give to the Company
sufficient proof of his or her residency and citizenship in the form and manner
prescribed by the Internal Revenue Service. In addition, for any Distribution
made after December 31, 1997, the NRA must obtain an individual Taxpayer
Identification Number from the Internal Revenue Service, and furnish that number
to the Company prior to the Distribution. If the Company does not have the
proper proof of citizenship or residency and (for Distributions after December
31, 1997) a proper individual Taxpayer Identification Number prior to any
Distribution, the Company will be required to withhold 30% of the income,
regardless of any treaty provision.

A payment may not be subject to withholding where the recipient sufficiently
establishes to the Company that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and that such
payment is includable in the recipient's gross income for United States federal
income tax purposes, Any such distributions may be subject to back-up
withholding at the statutory rate (currently 31%) if not taxpayer identification
number, or an incorrect taxpayer identification number, is provided.

State and local estate, inheritance, income and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
Policy Owner or Beneficiary.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under the Code. Since the
Variable Account is not a separate entity from the Company and its operations
form a part of the Company, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code. Investment income and
realized capital gains on the assets of the Variable Account are reinvested and
taken into account in determining the value of Accumulation Units. As a result,
such investment income and realized capital gains are automatically applied to
increase reserves under the Policies.

The Company does not initially expect to incur any Federal income tax liability
that would be chargeable to the Variable Account. Based upon these expectations,
no charge is currently being made against the Variable Account for federal
income taxes. If, however, the Company determines that on a separate company
basis such taxes may be incurred, it reserves the right to assess a charge for
such taxes against the Variable Account.

The Company may also incur state and local taxes (in addition to premium taxes)
in several states. At present, these taxes are not significant. If they
increase, however, charges for such taxes may be made.

TAX CHANGES

The foregoing discussion, which is based on the Company's understanding of
federal tax laws as they are currently interpreted by the Internal Revenue
Service, is general and is not intended as tax advice.

In the recent past, the Code has been subjected to numerous amendments and
changes, and it is reasonable to believe that it will continue to be revised.
The United States Congress has, in the past, considered numerous legislative
proposals that, if enacted, could change the tax treatment of the Policies. It
is reasonable to believe that such proposals, and other proposals will be
considered in the future, and some may be enacted into law. In addition, the
U.S. Treasury Department may amend existing regulations, issue new regulations,
or adopt new interpretations of existing law that may be at variance with its
current positions on these matters. In addition, current state law (which is not
discussed herein), and future amendments to state law, may affect the tax
consequences of the Policy.

If the Policy Owner, Insured, or Beneficiary or other person receiving any
benefit or interest in or from the Policy is not both a resident and citizen of
the United States, there may be a tax imposed by a foreign country, in addition
to any tax imposed by the United States. The foreign law (including regulations,
rulings, and case law) may change and impose additional taxes on the Policy, the
Death Benefit, or other Distributions and/or ownership of the Policy, or a
treaty may be amended and all or part of the favorable treatment may be
eliminated.

Any or all of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a Policy may be changed retroactively. There
is no way of predicting if, when, and to what extent any such change may take
place. No representation is made as to the likelihood of the continuation of
these current laws, interpretations, and policies.

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<PAGE>   33

THE FOREGOING IS A GENERAL EXPLANATION AS TO CERTAIN TAX MATTERS PERTAINING TO
INSURANCE POLICIES. IT IS NOT INTENDED TO BE LEGAL OR TAX ADVICE, AND SHOULD NOT
TAKE THE PLACE OF YOUR INDEPENDENT LEGAL, TAX AND/OR FINANCIAL ADVISOR.

                                   THE COMPANY

The life insurance business, including annuities, is the only business in which
the Company is engaged.

The Company markets its Policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.

   
The Company serves as depositor for the Nationwide Variable Account, Nationwide
Variable Account-II, Nationwide Variable Account-3, Nationwide Variable
Account-4, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Variable Account-9, Nationwide Fidelity Advisor Variable Account,
Nationwide Variable Account-8, MFS Variable Account, Nationwide Multi-Flex
Variable Account, Nationwide VLI Separate Account, Nationwide VLI Separate
Account-2, Nationwide VLI Separate Account-3, Nationwide VLI Separate Account-4,
NACo Variable Account, Nationwide DC Variable Account and the Nationwide
DCVA-II, each of which is a registered investment company, and each of which is
a separate investment account of the Company.
    

The Company, in common with other insurance companies, is subject to regulation
and supervision by the regulatory authorities of the states in which it is
licensed to do business. A license from the state insurance department is a
prerequisite to the transaction of insurance business in that state. In general,
all states have statutory administrative powers. Such regulation relates, among
other things, to licensing of insurers and their agents, the approval of policy
forms, the methods of computing reserves, the form and content of statutory
financial statements, the amount of policyholders' and stockholders' dividends,
and the type of distribution of investments permitted.

The Company operates in the highly competitive field of life insurance. There
are approximately 2,300 stock, mutual and other types of insurers in the life
insurance business in the United States, and a large number of them compete with
the registrant in the sale of insurance policies.

As is customary in insurance company groups, employees are shared with the other
insurance companies in the group. In addition to its direct salaried employees,
the Company shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.

The Company does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets. The Company shares Home Office, other facilities and equipment with
Nationwide Mutual Insurance Company.

                               COMPANY MANAGEMENT

Nationwide Life Insurance Company, together with Nationwide Mutual Insurance
Company, Nationwide Mutual Fire Insurance Company, Nationwide Indemnity Company,
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty
Insurance Company, National Casualty Company, Scottsdale Indemnity Company and
Nationwide General Insurance Company and their affiliated companies comprise the
Nationwide Insurance Enterprise. 

The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers. Nationwide Financial Services, Inc. is
the sole shareholder of Nationwide Life.

DIRECTORS OF THE COMPANY

<TABLE>
<CAPTION>
                                  Director
              Name                  Since   Principal Occupation
<S>                               <C>       <C>
Lewis J. Alphin                     1993    Farm Owner and Operator (1)
Keith W. Eckel                      1996    Partner, Fred W. Eckel Sons; President, Eckel Farms, Inc. (1)
Willard J. Engel                    1994    General Manager Lyon County Co-Operative Oil Company (1)
Fred C. Finney                      1992    Owner and Operator, Moreland Fruit Farm; Operator, 
                                            Melrose Orchard (1)
Charles L. Fuellgraf, Jr. *+        1969    Chief Executive Officer, Fuellgraf Electric Company. (1)
</TABLE>


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<PAGE>   34
<TABLE>
<S>                                 <C>     <C>
Joseph J. Gasper *+                 1996    President and Chief Operating Officer, Nationwide Life Insurance
                                            Company and Nationwide Life and Annuity Insurance Company. (2)
Henry S. Holloway *+                1986    Farm Owner and Operator (1)
Dimon Richard McFerson *+           1988    Chairman and Chief Executive Officer, Nationwide Insurance
                                            Enterprise (2)
David O. Miller *+                  1985    President, Owen Potato Farm, Inc.; Partner, M&M Enterprises (1)
C. Ray Noecker                      1994    Owner and Operator, Noecker Farms (1)
James F. Patterson +                1989    Vice President, Pattersons, Inc. ;  President, Patterson Farms,
                                            Inc. (1)
Arden L. Shisler *+                 1984    President and Chief Executive Officer, K&B Transport, Inc. (1)
Robert L. Stewart                   1989    Owner and Operator, Sunnydale Farms and Mining (1)
Nancy C. Thomas *                   1986    Farm Owner and Operator. (1)
Harold W. Weihl                     1990    Farm Owner and Operator, Weihl Farms (1)

*Member, Executive Committee                +Member, Investment Committee
</TABLE>

1)     Principal occupation for last five years.
2)     Prior to assuming this current position, Messrs. McFerson and Gasper held
       other executive management positions with the companies.

Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of
the Company and Nationwide Life and Annuity Insurance Company. Messrs. McFerson
and Gasper are directors of Nationwide Advisory Services, Inc., a registered
broker-dealer.

Messrs. Holloway, McFerson, Miller, Patterson, Shisler and Fuellgraf are
directors of Nationwide Financial Services, Inc. Messrs. Fuellgraf, McFerson,
Ms. Thomas and Mr. Weihl are trustees of Nationwide Investing Foundation, a
registered investment company. Mr. McFerson is trustee of Nationwide Separate
Account Trust, Financial Horizons Investment Trust, Nationwide Investing
Foundation II and Nationwide Asset Allocation Trust, registered investment
companies. Mr. Engel is a director of Western Cooperative Transport.

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE COMPANY

NAME                                         OFFICE HELD
<S>                                          <C>
Dimon Richard McFerson                       Chairman and Chief Executive Officer-Nationwide Insurance Enterprise

Joseph J. Gasper                             President and Chief Operating Officer

Gordon E. McCutchan                          Executive Vice President, Law and Corporate Services and Secretary

Robert A. Oakley                             Executive Vice President-Chief Financial Officer

Robert J. Woodward, Jr.                      Executive Vice President-Chief Investment Officer

Susan A. Wolken                              Senior Vice President - Life Company Operations

W. Sidney Druen                              Senior Vice President and General Counsel and Assistant Secretary

Harvey S. Galloway, Jr.                      Senior Vice President and Chief Actuary

Richard A. Karas                             Senior Vice President - Sales and Financial Services

Mark R. Thresher                             Vice President - Controller

Duane M. Campbell                            Vice President - Treasurer
</TABLE>



                                       31


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<PAGE>   35


Mr. Gasper is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company. Mr. Galloway is also an officer of Nationwide Mutual
Insurance Company and Nationwide Life and Annuity Insurance Company. Each of the
other officers listed above is also an officer of each of the companies
comprising the Nationwide Insurance Enterprise. Each of the executive officers
listed above has been associated with the registrant in an executive capacity
for more than the past five years, except Mr. Thresher, who joined the
Registrant in 1996. From 1988-1996, Mr. Thresher served as a partner in the
accounting firm KPMG Peat Marwick LLP and lead partner for Nationwide Insurance
Enterprise from 1993-1996.

                      OTHER CONTRACTS ISSUED BY THE COMPANY

The Company does presently and will, from time to time, offer variable contracts
and policies with benefits which vary in accordance with the investment
experience of a separate account of the Company.

                                STATE REGULATION

The Company is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering the operation of
the Company for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic examination
to determine the Company's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. The Company's books and
accounts are subject to review by the Insurance Department at all times and a
full examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. Such regulation does not, however,
involve any supervision of management or investment practices or policies. In
addition, the Company is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.

                            REPORTS TO POLICY OWNERS

The Company will mail to the Policy Owner at the last known address of record,
an annual statement showing the amount of the current death benefit, the Cash
Value, Cash Surrender Value, premiums paid, monthly charges deducted since the
last report, and the amounts invested in the Fixed Account, each Sub-Account,
and any Policy Indebtedness.

Policy Owners will also be sent annual and semi-annual reports containing
financial statements for the Variable Account as required by the 1940 Act.

In addition, Policy Owners will receive statements of significant transactions,
such as changes in Specified Amount, changes in death benefit option, changes in
future premium allocation, transfers among Sub-Accounts, premium payments,
loans, loan repayments, reinstatement and termination.

                                   ADVERTISING

The Company is also ranked and rated by independent financial rating services,
including Moody's, Standard & Poor's and A.M. Best Company. The purpose of these
ratings is to reflect the financial strength or claims-paying ability of the
Company. The ratings are not intended to reflect the investment experience or
financial strength of the Variable Account. The Company may advertise these
ratings from time to time. In addition, the Company may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend the Company or the Contracts. Furthermore, the
Company may occasionally include in advertisements comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets, or
discussions of alternative investment vehicles and general economic conditions.

                                LEGAL PROCEEDINGS

From time to time the Company is a party to litigation and arbitration
proceedings in the ordinary course of its business, none of which is expected to
have a material adverse effect on the Company.


In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance pricing
and sales practices. A number of these lawsuits have resulted in substantial
jury awards or settlements. In February 1997, Nationwide Life was named as a
defendant in a lawsuit filed in New York Supreme Court also related to the sale
of whole life policies on a "vanishing premium" basis (John H. Snyder v.
Nationwide Mutual Insurance Company, Nationwide Mutual Insurance Co. and



                                       32

                                    35 of 90

<PAGE>   36
Nationwide Life Insurance Co.). The plaintiff in such lawsuit seeks to represent
a national class of Nationwide Life policyholders and claims unspecified
compensatory and punitive damages. This lawsuit is in an early stage and has not
been certified as a class action. Nationwide Life intends to defend these cases
vigorously. There can be no assurance that any future litigation relating to
pricing and sales practices will not have a material adverse effect on the
Company.

The General Distributor, Nationwide Advisory Services, Inc., is not engaged in
any material litigation of any nature.

                                     EXPERTS

The financial statements have been included herein in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.

                             REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policies offered hereby. This prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Account, the Company, and the Policies
offered hereby. Statements contained in this prospectus as to the content of
Policies and other legal instruments are summaries. For a complete statement of
the terms thereof, reference is made to such instruments as filed.

                                 LEGAL OPINIONS

Legal matters in connection with the Policies described herein are being passed
upon by Druen, Dietrich, Reynolds & Koogler, One Nationwide Plaza, Columbus,
Ohio 43216. All the members of such firm are employed by the Nationwide Mutual
Insurance Company.

                                       33

                                    36 of 90
<PAGE>   37


                                   APPENDIX 1
                                 ILLUSTRATION OF
                                SURRENDER CHARGES

Example 1: A female non-tobacco, age 45, purchases a Policy with a Specified
Amount of $50,000 and a Scheduled Premium of $750. She now wishes to surrender
the Policy during the first Policy year. By using the initial surrender charge
table reproduced below, (also see "Surrender Charges") the total surrender
charge per thousand multiplied by the Specified Amount expressed in thousands
equals the total surrender charge of $569.50 ($11.390 x 50=569.50). 

Example 2: A male non-tobacco, age 35, purchases a Policy with a Specified
Amount of $100,000 and a Scheduled Premium of $1100. He now wants to surrender
the Policy in the sixth Policy Year. The total initial surrender charge is
calculated using the method illustrated above. (surrender charge per 1000 6.817
x 100=681.70 maximum initial surrender charge). Because the fifth Policy Year
has been completed, the maximum initial surrender charge is reduced by
multiplying it by the applicable percentage factor from the "Reductions to
Surrender Charges" table below. (Also see "Reductions to Surrender Charges").
In this case, $681.70 x 60%=$409.02.

Maximum Surrender Charge per $1,000 of initial Specified Amount for policies
which are issued on a standard basis.


                    Initial Specified Amount $50,000-$99,999
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
        Issue                 Male                Female                Male                Female
         Age              Non-Tobacco          Non-Tobacco            Standard             Standard
- ----------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                  <C>                  <C>   
         25                    $7.773               $7.518               $8.369               $7.818
- ----------------------------------------------------------------------------------------------------------
         35                   8.817                8.396                9.811                8.889
- ----------------------------------------------------------------------------------------------------------
         45                  12.185               11.390               13.884               12.164
- ----------------------------------------------------------------------------------------------------------
         55                  15.628               13.995               18.410               15.106
- ----------------------------------------------------------------------------------------------------------
         65                  22.274               19.043               26.559               20.607
- ----------------------------------------------------------------------------------------------------------
                                            Initial Specified Amount $100,000+
- ----------------------------------------------------------------------------------------------------------
        Issue                 Male                Female                Male                Female
         Age              Non-Tobacco          Non-Tobacco            Standard             Standard
- ----------------------------------------------------------------------------------------------------------
         25                  $5.773               $5.518               $6.369               $5.818
- ----------------------------------------------------------------------------------------------------------
         35                   6.817                6.396                7.811                6.889
- ----------------------------------------------------------------------------------------------------------
         45                   9.685                8.890               11.384                9.664
- ----------------------------------------------------------------------------------------------------------
         55                  13.128               11.495               15.910               12.606
- ----------------------------------------------------------------------------------------------------------
         65                  21.274               18.043               25.559               19.607
- ----------------------------------------------------------------------------------------------------------
                                             Reductions to Surrender Charges.
- -----------------------------------------------------------------------------------------------
                          Surrender Charge                               Surrender Charge
      Completed           as a % of Initial          Completed           as a % of Initial
    Policy Years          Surrender Charges         Policy Years         Surrender Charges
- -----------------------------------------------------------------------------------------------
          0                       100%                   5                        60%
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
          1                       100%                   6                        50%
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
          2                        90%                   7                        40%
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
          3                        80%                   8                        30%
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
          4                        70%                    9+                       0%
- -----------------------------------------------------------------------------------------------
</TABLE>

The current Surrender Charges are the same for all states. However, in
Pennsylvania the guaranteed maximum Surrender Charges are spread out over 14
years. The guaranteed maximum Surrender Charge in subsequent years in
Pennsylvania is reduced in the following manner:


                                       34


                                    37 of 90

<PAGE>   38




<TABLE>
<CAPTION>

   Completed      Surrender Charge      Completed       Surrender Charge      Completed       Surrender Charge
    Policy        as a % of Initial       Policy       as a % of Initial        Policy       as a % of Initial
     Years        Surrender Charges       Years        Surrender Charges        Years        Surrender Charges
<S>                        <C>              <C>               <C>                 <C>                  <C>
       0                   100%             5                 60%                 10                   20%
       1                   100%             6                 50%                 11                   15%
       2                    90%             7                 40%                 12                   10%
       3                    80%             8                 30%                 13                    5%
       4                    70%             9                 25%                  14+                  0%
</TABLE>

The illustrations of current values in this prospectus are the same for
Pennsylvania. However, the illustrations of guaranteed values in this prospectus
do not reflect guaranteed maximum Surrender Charges which are spread out over 14
years. If this contract is issued in Pennsylvania, please contact the Home
Office for an illustration.

The Company has no plans to change the current Surrender Charges.


                                       35


                                   38 of 90
<PAGE>   39


                                   APPENDIX 2

                          ILLUSTRATIONS OF CASH VALUES,
                             CASH SURRENDER VALUES,
                               AND DEATH BENEFITS

The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance. The illustrations
illustrate how Cash Values, Cash Surrender Values and death benefits under a
Policy would vary over time if the hypothetical gross investment rates of return
were a uniform annual effective rate of either 0%, 6% or 12%. If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values, Cash Surrender Values and death benefits may be
different. For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force. The
illustrations also assume there is no Policy Indebtedness, no additional premium
payments are made, no Cash Values are allocated to the Fixed Account, and there
are no changes in the Specified Amount or death benefit option.


The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the Sub-Accounts is lower than the gross return. This is due
to the deduction of Underlying Mutual Fund investment advisory fees and other
expenses which are equivalent to an annual effective rate of 0.65%. This
effective rate is based on the average of the fund expenses for the preceding
year for all mutual fund options available under the policy as of March 31,
1997.

Taking into account the Underlying Mutual Fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -0.65%, 5.35% and 11.35%.

The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection, recovering taxes, providing for
administrative expenses, and assuming mortality and expense risks. Current
values reflect current cost of insurance charges and guaranteed values reflect
the maximum cost of insurance charges guaranteed in the Policy. The values shown
are for Policies which are issued as standard. Policies issued on a substandard
basis would result in lower Cash Values and Death benefits than those
illustrated.

The Cash Surrender Values shown in the illustrations reflect the fact that the
Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered in full during the first nine Policy Years.

The illustrations also reflect the fact that no charges for federal or state
income taxes are currently made against the Variable Account. If such a charge
is made in the future, it will require a higher gross investment return than
illustrated in order to produce the net after-tax returns shown in the
illustrations.

Upon request, the Company will furnish a comparable illustration based on the
proposed Insured's age, sex, smoking classification, rating classification and
premium payment requested.



                                       36


                                    39 of 90
<PAGE>   40



                             DEATH BENEFIT OPTION 1
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>

                                0% Hypothetical                 6% Hypothetical                     12% Hypothetical
                            Gross Investment Return           Gross Investment Return            Gross Investment Return
                            -----------------------           -----------------------            -----------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------

<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     788         406          0        50,000        438         0         50,000         471           0         50,000
       2    1,614        853         279       50,000        945        371        50,000        1,041         468        50,000
       3    2,483       1,281        764       50,000       1,461       945        50,000        1,658        1,141       50,000
       4    3,394       1,690       1,231      50,000       1,989      1,530       50,000        2,326        1,867       50,000
       5    4,351       2,085       1,683      50,000       2,531      2,129       50,000        3,056        2,654       50,000
       6    5,357       2,463       2,119      50,000       3,087      2,743       50,000        3,852        3,508       50,000
       7    6,412       2,826       2,539      50,000       3,659      3,372       50,000        4,723        4,436       50,000
       8    7,520       3,172       2,942      50,000       4,246      4,017       50,000        5,675        5,446       50,000
       9    8,683       3,502       3,330      50,000       4,849      4,677       50,000        6,719        6,546       50,000
      10    9,905       3,814       3,814      50,000       5,469      5,469       50,000        7,863        7,863       50,000
      11    11,188      4,110       4,110      50,000       6,105      6,105       50,000        9,119        9,119       50,000
      12    12,535      4,387       4,387      50,000       6,759      6,759       50,000       10,499       10,499       50,000
      13    13,949      4,647       4,647      50,000       7,431      7,431       50,000       12,017       12,017       50,000
      14    15,434      4,887       4,887      50,000       8,121      8,121       50,000       13,690       13,690       50,000
      15    16,993      5,108       5,108      50,000       8,830      8,830       50,000       15,534       15,534       50,000
      16    18,630      5,309       5,309      50,000       9,559      9,559       50,000       17,570       17,570       50,000
      17    20,349      5,462       5,462      50,000      10,283     10,283       50,000       19,799       19,799       50,000
      18    22,154      5,562       5,562      50,000      10,998     10,998       50,000       22,246       22,246       50,000
      19    24,049      5,611       5,611      50,000      11,709     11,709       50,000       24,943       24,943       50,000
      20    26,039      5,615       5,615      50,000      12,419     12,419       50,000       27,932       27,932       50,000
      21    28,129      5,557       5,557      50,000      13,116     13,116       50,000       31,252       31,252       50,000
      22    30,323      5,432       5,432      50,000      13,798     13,798       50,000       34,950       34,950       50,000
      23    32,626      5,230       5,230      50,000      14,457     14,457       50,000       39,082       39,082       50,000
      24    35,045      4,942       4,942      50,000      15,089     15,089       50,000       43,716       43,716       51,148
      25    37,585      4,559       4,559      50,000      15,686     15,686       50,000       48,852       48,852       56,668
      26    40,252      4,067       4,067      50,000      16,243     16,243       50,000       54,509       54,509       62,685
      27    43,052      3,456       3,456      50,000      16,752     16,752       50,000       60,756       60,756       68,654
      28    45,992      2,711       2,711      50,000      17,204     17,204       50,000       67,661       67,661       75,103
      29    49,079      1,811       1,811      50,000      17,590     17,590       50,000       75,301       75,301       82,078
      30    52,321       734         734       50,000      17,895     17,895       50,000       83,767       83,767       89,630

<FN>
- -----------------------

 (1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

 (2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE TARGET PREMIUM AND 4% ON PREMIUMS IN EXCESS OF TARGET
        FOR ANY SINGLE POLICY YEAR.

 (3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

 (*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       37

                                    40 of 90
<PAGE>   41


                             DEATH BENEFIT OPTION 2
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>

                            0% Hypothetical                      6% Hypothetical             12% Hypothetical
                       Gross Investment Return                Gross Investment Return       Gross Investment Return
                       -----------------------                -----------------------       ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
 Policy    Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
  Year      at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
  ----      -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     788         404          0        50,404        436         0         50,436         469           0         50,469
       2    1,614        848         274       50,848        939        365        50,939        1,035         461        51,035
       3    2,483       1,270        753       51,270       1,449       932        51,449        1,643        1,127       51,643
       4    3,394       1,672       1,213      51,672       1,966      1,507       51,966        2,299        1,840       52,299
       5    4,351       2,056       1,654      52,056       2,495      2,093       52,495        3,011        2,610       53,011
       6    5,357       2,422       2,078      52,422       3,034      2,690       53,034        3,784        3,440       53,784
       7    6,412       2,770       2,483      52,770       3,584      3,298       53,584        4,623        4,336       54,623
       8    7,520       3,100       2,870      53,100       4,145      3,915       54,145        5,534        5,304       55,534
       9    8,683       3,410       3,238      53,410       4,715      4,543       54,715        6,524        6,352       56,524
      10    9,905       3,700       3,700      53,700       5,295      5,295       55,295        7,600        7,600       57,600
      11    11,188      3,971       3,971      53,971       5,885      5,885       55,885        8,771        8,771       58,771
      12    12,535      4,220       4,220      54,220       6,483      6,483       56,483       10,045       10,045       60,045
      13    13,949      4,448       4,448      54,448       7,090      7,090       57,090       11,432       11,432       61,432
      14    15,434      4,654       4,654      54,654       7,704      7,704       57,704       12,943       12,943       62,943
      15    16,993      4,838       4,838      54,838       8,325      8,325       58,325       14,589       14,589       64,589
      16    18,630      4,998       4,998      54,998       8,952      8,952       58,952       16,383       16,383       66,383
      17    20,349      5,103       5,103      55,103       9,553      9,553       59,553       18,306       18,306       68,306
      18    22,154      5,148       5,148      55,148      10,119     10,119       60,119       20,366       20,366       70,366
      19    24,049      5,135       5,135      55,135      10,653     10,653       60,653       22,579       22,579       72,579
      20    26,039      5,071       5,071      55,071      11,156     11,156       61,156       24,965       24,965       74,965
      21    28,129      4,939       4,939      54,939      11,611     11,611       61,611       27,529       27,529       77,529
      22    30,323      4,732       4,732      54,732      12,007     12,007       62,007       30,286       30,286       80,286
      23    32,626      4,443       4,443      54,443      12,332     12,332       62,332       33,245       33,245       83,245
      24    35,045      4,064       4,064      54,064      12,574     12,574       62,574       36,419       36,419       86,419
      25    37,585      3,585       3,585      53,585      12,718     12,718       62,718       39,821       39,821       89,821
      26    40,252      2,998       2,998      52,998      12,749     12,749       62,749       43,462       43,462       93,462
      27    43,052      2,295       2,295      52,295      12,653     12,653       62,653       47,359       47,359       97,359
      28    45,992      1,467       1,467      51,467      12,413     12,413       62,413       51,527       51,527       101,527
      29    49,079       502         502       50,502      12,009     12,009       62,009       55,981       55,981       105,981
      30    52,321       (*)         (*)         (*)       11,414     11,414       61,414       60,734       60,734       110,734

<FN>
- ---------------------------

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       38

                                    41 of 90
<PAGE>   42


                             DEATH BENEFIT OPTION 1
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                 CURRENT VALUES
<TABLE>
<CAPTION>

                          0% Hypothetical                        6% Hypothetical                     12% Hypothetical
                       Gross Investment Return              Gross Investment Return             Gross Investment Return
                       -----------------------              -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     1260        590          0        50,000        640         0         50,000         690           0         50,000
       2    2,583       1,195        502       50,000       1,333       640        50,000        1,479         786        50,000
       3    3,972       1,774       1,150      50,000       2,041      1,418       50,000        2,333        1,709       50,000
       4    5,431       2,341       1,787      50,000       2,779      2,225       50,000        3,276        2,722       50,000
       5    6,962       2,898       2,413      50,000       3,549      3,064       50,000        4,319        3,834       50,000
       6    8,570       3,444       3,028      50,000       4,353      3,937       50,000        5,472        5,056       50,000
       7    10,259      3,979       3,632      50,000       5,192      4,846       50,000        6,750        6,403       50,000
       8    12,032      4,503       4,226      50,000       6,070      5,793       50,000        8,165        7,888       50,000
       9    13,893      5,016       4,808      50,000       6,988      6,780       50,000        9,736        9,528       50,000
      10    15,848      5,519       5,519      50,000       7,948      7,948       50,000       11,479       11,479       50,000
      11    17,901      6,012       6,012      50,000       8,954      8,954       50,000       13,416       13,416       50,000
      12    20,056      6,408       6,408      50,000       9,926      9,926       50,000       15,496       15,496       50,000
      13    22,318      6,719       6,719      50,000      10,874     10,874       50,000       17,752       17,752       50,000
      14    24,694      6,955       6,955      50,000      11,812     11,812       50,000       20,223       20,223       50,000
      15    27,189      7,111       7,111      50,000      12,733     12,733       50,000       22,938       22,938       50,000
      16    29,808      7,135       7,135      50,000      13,597     13,597       50,000       25,908       25,908       50,000
      17    32,559      7,028       7,028      50,000      14,405     14,405       50,000       29,194       29,194       50,000
      18    35,447      6,773       6,773      50,000      15,147     15,147       50,000       32,855       32,855       50,000
      19    38,479      6,367       6,367      50,000      15,824     15,824       50,000       36,969       36,969       50,000
      20    41,663      5,814       5,814      50,000      16,443     16,443       50,000       41,633       41,633       50,000
      21    45,006      5,082       5,082      50,000      16,982     16,982       50,000       46,958       46,958       50,000
      22    48,517      4,141       4,141      50,000      17,426     17,426       50,000       52,960       52,960       55,607
      23    52,202      2,955       2,955      50,000      17,754     17,754       50,000       59,573       59,573       62,551
      24    56,073      1,481       1,481      50,000      17,940     17,940       50,000       66,857       66,857       70,200
      25    60,136       (*)         (*)         (*)       17,957     17,957       50,000       74,875       74,875       78,619
      26    64,403       (*)         (*)         (*)       17,779     17,779       50,000       83,698       83,698       87,883
      27    68,883       (*)         (*)         (*)       17,365     17,365       50,000       93,401       93,401       98,071
      28    73,587       (*)         (*)         (*)       16,666     16,666       50,000       104,065      104,065      109,268
      29    78,527       (*)         (*)         (*)       15,614     15,614       50,000       115,777      115,777      121,566
      30    83,713       (*)         (*)         (*)       14,112     14,112       50,000       128,630      128,630      135,062

<FN>
- ---------------------------------

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       39

                                    42 of 90
<PAGE>   43


                             DEATH BENEFIT OPTION 2
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                 CURRENT VALUES
<TABLE>
<CAPTION>

                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     1260        583          0        50,583        632         0         50,632         682           0         50,682
       2    2,583       1,174        481       51,174       1,311       618        51,311        1,454         761        51,454
       3    3,972       1,734       1,110      51,734       1,996      1,372       51,996        2,281        1,657       52,281
       4    5,431       2,277       1,722      52,277       2,702      2,147       52,702        3,184        2,629       53,184
       5    6,962       2,803       2,318      52,803       3,430      2,945       53,430        4,171        3,686       54,171
       6    8,570       3,313       2,897      53,313       4,182      3,766       54,182        5,251        4,835       55,251
       7    10,259      3,806       3,459      53,806       4,958      4,611       54,958        6,433        6,087       56,433
       8    12,032      4,282       4,005      54,282       5,758      5,481       55,758        7,728        7,451       57,728
       9    13,893      4,743       4,535      54,743       6,585      6,377       56,585        9,147        8,939       59,147
      10    15,848      5,187       5,187      55,187       7,439      7,439       57,439       10,703       10,703       60,703
      11    17,901      5,615       5,615      55,615       8,320      8,320       58,320       12,409       12,409       62,409
      12    20,056      5,928       5,928      55,928       9,128      9,128       59,128       14,176       14,176       64,176
      13    22,318      6,138       6,138      56,138       9,872      9,872       59,872       16,021       16,021       66,021
      14    24,694      6,259       6,259      56,259      10,558     10,558       60,558       17,965       17,965       67,965
      15    27,189      6,282       6,282      56,282      11,176     11,176       61,176       20,008       20,008       70,008
      16    29,808      6,149       6,149      56,149      11,661     11,661       61,661       22,098       22,098       72,098
      17    32,559      5,865       5,865      55,865      12,010     12,010       62,010       24,240       24,240       74,240
      18    35,447      5,415       5,415      55,415      12,198     12,198       62,198       26,425       26,425       76,425
      19    38,479      4,802       4,802      54,802      12,219     12,219       62,219       28,663       28,663       78,663
      20    41,663      4,038       4,038      54,038      12,076     12,076       62,076       30,968       30,968       80,968
      21    45,006      3,097       3,097      53,097      11,732     11,732       61,732       33,320       33,320       83,320
      22    48,517      1,960       1,960      51,960      11,157     11,157       61,157       35,698       35,698       85,698
      23    52,202       607         607       50,607      10,315     10,315       60,315       38,082       38,082       88,082
      24    56,073       (*)         (*)         (*)        9,169      9,169       59,169       40,445       40,445       90,445
      25    60,136       (*)         (*)         (*)        7,680      7,680       57,680       42,758       42,758       92,758
      26    64,403       (*)         (*)         (*)        5,820      5,820       55,820       45,003       45,003       95,003
      27    68,883       (*)         (*)         (*)        3,549      3,549       53,549       47,149       47,149       97,149
      28    73,587       (*)         (*)         (*)         827        827        50,827       49,161       49,161       99,161
      29    78,527       (*)         (*)         (*)         (*)        (*)         (*)         50,992       50,992       100,992
      30    83,713       (*)         (*)         (*)         (*)        (*)         (*)         52,579       52,579       102,579


<FN>
- --------------------------------

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       40

                                    43 of 90
<PAGE>   44


                             DEATH BENEFIT OPTION 1
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>          <C>         <C>       <C>          <C>         <C>       <C>            <C>           <C>        <C>    
       1    1,575        931         34        100,000      1,000       103       100,000        1,069         172        100,000
       2    3,229       1,896        998       100,000      2,093      1,196      100,000        2,299        1,402       100,000
       3    4,965       2,832       2,024      100,000      3,221      2,414      100,000        3,644        2,836       100,000
       4    6,788       3,741       3,023      100,000      4,386      3,668      100,000        5,114        4,396       100,000
       5    8,703       4,621       3,993      100,000      5,588      4,960      100,000        6,724        6,096       100,000
       6    10,713      5,473       4,935      100,000      6,830      6,291      100,000        8,489        7,950       100,000
       7    12,824      6,297       5,848      100,000      8,112      7,663      100,000       10,424        9,975       100,000
       8    15,040      7,092       6,733      100,000      9,437      9,078      100,000       12,548       12,189       100,000
       9    17,367      7,857       7,588      100,000     10,805     10,536      100,000       14,883       14,614       100,000
      10    19,810      8,593       8,593      100,000     12,220     12,220      100,000       17,450       17,450       100,000
      11    22,376      9,299       9,299      100,000     13,682     13,682      100,000       20,276       20,276       100,000
      12    25,069      9,974       9,974      100,000     15,195     15,195      100,000       23,390       23,390       100,000
      13    27,898      10,618     10,618      100,000     16,759     16,759      100,000       26,825       26,825       100,000
      14    30,868      11,231     11,231      100,000     18,378     18,378      100,000       30,628       30,628       100,000
      15    33,986      11,771     11,771      100,000     20,016     20,016      100,000       34,810       34,810       100,000
      16    37,261      12,223     12,223      100,000     21,660     21,660      100,000       39,406       39,406       100,000
      17    40,699      12,579     12,579      100,000     23,307     23,307      100,000       44,468       44,468       100,000
      18    44,309      12,831     12,831      100,000     24,951     24,951      100,000       50,058       50,058       100,000
      19    48,099      12,984     12,984      100,000     26,604     26,604      100,000       56,251       56,251       100,000
      20    52,079      13,058     13,058      100,000     28,288     28,288      100,000       63,146       63,146       100,000
      21    56,258      13,004     13,004      100,000     29,967     29,967      100,000       70,821       70,821       100,000
      22    60,646      12,823     12,823      100,000     31,645     31,645      100,000       79,394       79,394       100,000
      23    65,253      12,498     12,498      100,000     33,315     33,315      100,000       88,984       88,984       105,001
      24    70,091      12,013     12,013      100,000     34,971     34,971      100,000       99,575       99,575       116,503
      25    75,170      11,349     11,349      100,000     36,605     36,605      100,000       111,244      111,244      129,044
      26    80,504      10,485     10,485      100,000     38,212     38,212      100,000       124,100      124,100      142,715
      27    86,104      9,401       9,401      100,000     39,784     39,784      100,000       138,299      138,299      156,278
      28    91,984      8,070       8,070      100,000     41,316     41,316      100,000       153,996      153,996      170,936
      29    98,158      6,459       6,459      100,000     42,797     42,797      100,000       171,366      171,366      186,789
      30   104,641      4,525       4,525      100,000     44,213     44,213      100,000       190,612      190,612      203,955

<FN>
- -------------------------------

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
       RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       41

                                    44 of 90
<PAGE>   45


                             DEATH BENEFIT OPTION 2
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>          <C>         <C>       <C>           <C>        <C>       <C>            <C>           <C>        <C>    
       1    1,575        927         30        100,927       996        98        100,996        1,065         167        101,065
       2    3,229       1,884        987       101,884      2,080      1,183      102,080        2,285        1,388       102,285
       3    4,965       2,809       2,001      102,809      3,195      2,387      103,195        3,613        2,806       103,613
       4    6,788       3,702       2,984      103,702      4,340      3,622      104,340        5,059        4,341       105,059
       5    8,703       4,563       3,935      104,563      5,516      4,887      105,516        6,635        6,006       106,635
       6    10,713      5,391       4,853      105,391      6,723      6,185      106,723        8,352        7,813       108,352
       7    12,824      6,186       5,737      106,186      7,962      7,514      107,962       10,224        9,775       110,224
       8    15,040      6,947       6,588      106,947      9,234      8,875      109,234       12,266       11,907       112,266
       9    17,367      7,673       7,404      107,673     10,538     10,268      110,538       14,495       14,226       114,495
      10    19,810      8,365       8,365      108,365     11,874     11,874      111,874       16,929       16,929       116,929
      11    22,376      9,021       9,021      109,021     13,244     13,244      113,244       19,587       19,587       119,587
      12    25,069      9,641       9,641      109,641     14,647     14,647      114,647       22,492       22,492       122,492
      13    27,898      10,224     10,224      110,224     16,083     16,083      116,083       25,667       25,667       125,667
      14    30,868      10,768     10,768      110,768     17,553     17,553      117,553       29,150       29,150       129,150
      15    33,986      11,229     11,229      111,229     19,009     19,009      119,009       32,922       32,922       132,922
      16    37,261      11,585     11,585      111,585     20,429     20,429      120,429       36,994       36,994       136,994
      17    40,699      11,831     11,831      111,831     21,804     21,804      121,804       41,387       41,387       141,387
      18    44,309      11,956     11,956      111,956     23,118     23,118      123,118       46,125       46,125       146,125
      19    48,099      11,967     11,967      111,967     24,374     24,374      124,374       51,248       51,248       151,248
      20    52,079      11,885     11,885      111,885     25,593     25,593      125,593       56,820       56,820       156,820
      21    56,258      11,659     11,659      111,659     26,720     26,720      126,720       62,831       62,831       162,831
      22    60,646      11,289     11,289      111,289     27,747     27,747      127,747       69,326       69,326       169,326
      23    65,253      10,760     10,760      110,760     28,653     28,653      128,653       76,339       76,339       176,339
      24    70,091      10,057     10,057      110,057     29,414     29,414      129,414       83,907       83,907       183,907
      25    75,170      9,163       9,163      109,163     30,003     30,003      130,003       92,068       92,068       192,068
      26    80,504      8,064       8,064      108,064     30,394     30,394      130,394       100,866      100,866      200,866
      27    86,104      6,744       6,744      106,744     30,559     30,559      130,559       110,351      110,351      210,351
      28    91,984      5,186       5,186      105,186     30,465     30,465      130,465       120,574      120,574      220,574
      29    98,158      3,370       3,370      103,370     30,076     30,076      130,076       131,587      131,587      231,587
      30   104,641      1,267       1,267      101,267     29,345     29,345      129,345       143,442      143,442      243,442

<FN>
- ----------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       42


                                    45 of 90
<PAGE>   46


                             DEATH BENEFIT OPTION 1
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                 CURRENT VALUES
<TABLE>
<CAPTION>

                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>         <C>          <C>       <C>          <C>         <C>       <C>            <C>           <C>        <C>    
       1    2,625       1,404        242       100,000      1,514       352       100,000        1,625         462        100,000
       2    5,381       2,840       1,677      100,000      3,151      1,988      100,000        3,476        2,314       100,000
       3    8,275       4,247       3,201      100,000      4,855      3,809      100,000        5,516        4,470       100,000
       4    11,314      5,627       4,697      100,000      6,631      5,701      100,000        7,767        6,837       100,000
       5    14,505      6,979       6,165      100,000      8,482      7,668      100,000       10,252        9,438       100,000
       6    17,855      8,303       7,606      100,000     10,412      9,715      100,000       12,999       12,302       100,000
       7    21,373      9,601       9,020      100,000     12,428     11,846      100,000       16,039       15,457       100,000
       8    25,066      10,871     10,406      100,000     14,532     14,067      100,000       19,405       18,940       100,000
       9    28,945      12,115     11,767      100,000     16,732     16,383      100,000       23,136       22,788       100,000
      10    33,017      13,333     13,333      100,000     19,032     19,032      100,000       27,280       27,280       100,000
      11    37,293      14,524     14,524      100,000     21,439     21,439      100,000       31,894       31,894       100,000
      12    41,782      15,536     15,536      100,000     23,815     23,815      100,000       36,910       36,910       100,000
      13    46,497      16,390     16,390      100,000     26,187     26,187      100,000       42,412       42,412       100,000
      14    51,446      17,104     17,104      100,000     28,583     28,583      100,000       48,491       48,491       100,000
      15    56,644      17,666     17,666      100,000     30,998     30,998      100,000       55,232       55,232       100,000
      16    62,101      17,981     17,981      100,000     33,362     33,362      100,000       62,696       62,696       100,000
      17    67,831      18,049     18,049      100,000     35,685     35,685      100,000       71,023       71,023       100,000
      18    73,848      17,841     17,841      100,000     37,957     37,957      100,000       80,376       80,376       100,000
      19    80,165      17,351     17,351      100,000     40,191     40,191      100,000       90,964       90,964       100,000
      20    86,798      16,585     16,585      100,000     42,408     42,408      100,000       102,881      102,881      110,083
      21    93,763      15,487     15,487      100,000     44,591     44,591      100,000       116,096      116,096      121,901
      22   101,076      14,004     14,004      100,000     46,730     46,730      100,000       130,665      130,665      137,198
      23   108,755      12,069     12,069      100,000     48,814     48,814      100,000       146,720      146,720      154,056
      24   116,818      9,602       9,602      100,000     50,830     50,830      100,000       164,403      164,403      172,623
      25   125,284      6,511       6,511      100,000     52,768     52,768      100,000       183,868      183,868      193,061
      26   134,173      2,713       2,713      100,000     54,636     54,636      100,000       205,286      205,286      215,551
      27   143,506       (*)         (*)         (*)       56,426     56,426      100,000       228,841      228,841      240,283
      28   153,307       (*)         (*)         (*)       58,135     58,135      100,000       254,729      254,729      267,466
      29   163,597       (*)         (*)         (*)       59,748     59,748      100,000       283,201      283,201      297,362
      30   174,402       (*)         (*)         (*)       61,244     61,244      100,000       314,509      314,509      330,234

<FN>
- ----------------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       43

                                    46 of 90
<PAGE>   47


                             DEATH BENEFIT OPTION 2
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>         <C>          <C>       <C>          <C>         <C>       <C>            <C>           <C>        <C>    
       1    2,625       1,389        226       101,389      1,498       335       101,498        1,607         445        101,607
       2    5,381       2,797       1,635      102,797      3,104      1,941      103,104        3,424        2,262       103,424
       3    8,275       4,165       3,119      104,165      4,760      3,714      104,760        5,408        4,361       105,408
       4    11,314      5,493       4,563      105,493      6,470      5,540      106,470        7,575        6,645       107,575
       5    14,505      6,780       5,966      106,780      8,233      7,420      108,233        9,944        9,131       109,944
       6    17,855      8,027       7,330      108,027     10,054      9,356      110,054       12,537       11,839       112,537
       7    21,373      9,234       8,653      109,234     11,932     11,351      111,932       15,374       14,792       115,374
       8    25,066      10,401      9,936      110,401     13,871     13,406      113,871       18,481       18,016       118,481
       9    28,945      11,529     11,180      111,529     15,872     15,523      115,872       21,885       21,536       121,885
      10    33,017      12,616     12,616      112,616     17,938     17,938      117,938       25,617       25,617       125,617
      11    37,293      13,664     13,664      113,664     20,071     20,071      120,071       29,721       29,721       129,721
      12    41,782      14,489     14,489      114,489     22,086     22,086      122,086       34,042       34,042       134,042
      13    46,497      15,114     15,114      115,114     23,996     23,996      123,996       38,625       38,625       138,625
      14    51,446      15,563     15,563      115,563     25,820     25,820      125,820       43,518       43,518       143,518
      15    56,644      15,818     15,818      115,818     27,539     27,539      127,539       48,735       48,735       148,735
      16    62,101      15,765     15,765      115,765     29,024     29,024      129,024       54,184       54,184       154,184
      17    67,831      15,409     15,409      115,409     30,265     30,265      130,265       59,889       59,889       159,889
      18    73,848      14,717     14,717      114,717     31,213     31,213      131,213       65,842       65,842       165,842
      19    80,165      13,696     13,696      113,696     31,855     31,855      131,855       72,067       72,067       172,067
      20    86,798      12,367     12,367      112,367     32,193     32,193      132,193       78,612       78,612       178,612
      21    93,763      10,680     10,680      110,680     32,156     32,156      132,156       85,453       85,453       185,453
      22   101,076      8,596       8,596      108,596     31,683     31,683      131,683       92,575       92,575       192,575
      23   108,755      6,071       6,071      106,071     30,699     30,699      130,699       99,955       99,955       199,955
      24   116,818      3,063       3,063      103,063     29,130     29,130      129,130       107,566      107,566      207,566
      25   125,284       (*)         (*)         (*)       26,892     26,892      126,892       115,376      115,376      215,376
      26   134,173       (*)         (*)         (*)       23,937     23,937      123,937       123,390      123,390      223,390
      27   143,506       (*)         (*)         (*)       20,187     20,187      120,187       131,580      131,580      231,580
      28   153,307       (*)         (*)         (*)       15,564     15,564      115,564       139,914      139,914      239,914
      29   163,597       (*)         (*)         (*)        9,963      9,963      109,963       148,339      148,339      248,339
      30   174,402       (*)         (*)         (*)        3,258      3,258      103,258       156,779      156,779      256,779

<FN>
- --------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $10.00 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
        THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       44

                                    47 of 90
<PAGE>   48


                             DEATH BENEFIT OPTION 1
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                GUARANTEED VALUES
<TABLE>
<CAPTION>

                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------
           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     788         355          0        50,000        385         0         50,000         416           0         50,000
       2    1,614        718         144       50,000        802        229        50,000         891          317        50,000
       3    2,483       1,058        542       50,000       1,220       704        50,000        1,397         881        50,000
       4    3,394       1,374        915       50,000       1,637      1,178       50,000        1,936        1,477       50,000
       5    4,351       1,665       1,264      50,000       2,052      1,651       50,000        2,511        2,110       50,000
       6    5,357       1,928       1,584      50,000       2,463      2,118       50,000        3,123        2,779       50,000
       7    6,412       2,160       1,873      50,000       2,864      2,577       50,000        3,772        3,485       50,000
       8    7,520       2,356       2,127      50,000       3,253      3,023       50,000        4,460        4,231       50,000
       9    8,683       2,513       2,341      50,000       3,623      3,451       50,000        5,186        5,014       50,000
      10    9,905       2,626       2,626      50,000       3,971      3,971       50,000        5,952        5,952       50,000
      11    11,188      2,692       2,692      50,000       4,290      4,290       50,000        6,760        6,760       50,000
      12    12,535      2,705       2,705      50,000       4,575      4,575       50,000        7,610        7,610       50,000
      13    13,949      2,664       2,664      50,000       4,823      4,823       50,000        8,508        8,508       50,000
      14    15,434      2,562       2,562      50,000       5,025      5,025       50,000        9,455        9,455       50,000
      15    16,993      2,391       2,391      50,000       5,171      5,171       50,000       10,454       10,454       50,000
      16    18,630      2,142       2,142      50,000       5,252      5,252       50,000       11,506       11,506       50,000
      17    20,349      1,806       1,806      50,000       5,254      5,254       50,000       12,614       12,614       50,000
      18    22,154      1,367       1,367      50,000       5,159      5,159       50,000       13,779       13,779       50,000
      19    24,049       809         809       50,000       4,948      4,948       50,000       15,002       15,002       50,000
      20    26,039       115         115       50,000       4,599      4,599       50,000       16,287       16,287       50,000
      21    28,129       (*)         (*)         (*)        4,088      4,088       50,000       17,640       17,640       50,000
      22    30,323       (*)         (*)         (*)        3,387      3,387       50,000       19,071       19,071       50,000
      23    32,626       (*)         (*)         (*)        2,466      2,466       50,000       20,594       20,594       50,000
      24    35,045       (*)         (*)         (*)        1,284      1,284       50,000       22,222       22,222       50,000
      25    37,585       (*)         (*)         (*)         (*)        (*)         (*)         23,972       23,972       50,000
      26    40,252       (*)         (*)         (*)         (*)        (*)         (*)         25,865       25,865       50,000
      27    43,052       (*)         (*)         (*)         (*)        (*)         (*)         27,931       27,931       50,000
      28    45,992       (*)         (*)         (*)         (*)        (*)         (*)         30,202       30,202       50,000
      29    49,079       (*)         (*)         (*)         (*)        (*)         (*)         32,730       32,730       50,000
      30    52,321       (*)         (*)         (*)         (*)        (*)         (*)         35,587       35,587       50,000

<FN>
- ----------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       45

                                    48 of 90
<PAGE>   49


                             DEATH BENEFIT OPTION 2
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                GUARANTEED VALUES
<TABLE>
<CAPTION>

                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     788         352          0        50,352        383         0         50,383         414           0         50,414
       2    1,614        711         137       50,711        795        221        50,795         883          309        50,883
       3    2,483       1,045        529       51,045       1,205       689        51,205        1,380         863        51,380
       4    3,394       1,353        894       51,353       1,611      1,152       51,611        1,905        1,446       51,905
       5    4,351       1,632       1,231      51,632       2,011      1,610       52,011        2,460        2,058       52,460
       6    5,357       1,881       1,537      51,881       2,402      2,057       52,402        3,044        2,700       53,044
       7    6,412       2,096       1,809      52,096       2,778      2,491       52,778        3,656        3,369       53,656
       8    7,520       2,273       2,043      52,273       3,135      2,905       53,135        4,294        4,065       54,294
       9    8,683       2,406       2,234      52,406       3,466      3,293       53,466        4,955        4,783       54,955
      10    9,905       2,493       2,493      52,493       3,764      3,764       53,764        5,636        5,636       55,636
      11    11,188      2,528       2,528      52,528       4,025      4,025       54,025        6,335        6,335       56,335
      12    12,535      2,508       2,508      52,508       4,241      4,241       54,241        7,048        7,048       57,048
      13    13,949      2,430       2,430      52,430       4,406      4,406       54,406        7,772        7,772       57,772
      14    15,434      2,289       2,289      52,289       4,512      4,512       54,512        8,503        8,503       58,503
      15    16,993      2,077       2,077      52,077       4,547      4,547       54,547        9,232        9,232       59,232
      16    18,630      1,787       1,787      51,787       4,500      4,500       54,500        9,950        9,950       59,950
      17    20,349      1,411       1,411      51,411       4,358      4,358       54,358       10,646       10,646       60,646
      18    22,154       936         936       50,936       4,102      4,102       54,102       11,302       11,302       61,302
      19    24,049       349         349       50,349       3,712      3,712       53,712       11,901       11,901       61,901
      20    26,039       (*)         (*)         (*)        3,168      3,168       53,168       12,421       12,421       62,421
      21    28,129       (*)         (*)         (*)        2,451      2,451       52,451       12,840       12,840       62,840
      22    30,323       (*)         (*)         (*)        1,539      1,539       51,539       13,136       13,136       63,136
      23    32,626       (*)         (*)         (*)         413        413        50,413       13,282       13,282       63,282
      24    35,045       (*)         (*)         (*)         (*)        (*)         (*)         13,247       13,247       63,247
      25    37,585       (*)         (*)         (*)         (*)        (*)         (*)         12,991       12,991       62,991
      26    40,252       (*)         (*)         (*)         (*)        (*)         (*)         12,461       12,461       62,461
      27    43,052       (*)         (*)         (*)         (*)        (*)         (*)         11,591       11,591       61,591
      28    45,992       (*)         (*)         (*)         (*)        (*)         (*)         10,302       10,302       60,302
      29    49,079       (*)         (*)         (*)         (*)        (*)         (*)          8,505        8,505       58,505
      30    52,321       (*)         (*)         (*)         (*)        (*)         (*)          6,106        6,106       56,106

<FN>
- ---------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       46

                                    49 of 90
<PAGE>   50


                             DEATH BENEFIT OPTION 1
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                GUARANTEED VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     1260        468          0        50,000        514         0         50,000         561           0         50,000
       2    2,583        910         217       50,000       1,032       339        50,000        1,161         468        50,000
       3    3,972       1,294        671       50,000       1,522       898        50,000        1,772        1,148       50,000
       4    5,431       1,616       1,061      50,000       1,976      1,422       50,000        2,389        1,835       50,000
       5    6,962       1,867       1,382      50,000       2,386      1,901       50,000        3,008        2,523       50,000
       6    8,570       2,041       1,625      50,000       2,742      2,326       50,000        3,621        3,205       50,000
       7    10,259      2,129       1,783      50,000       3,032      2,686       50,000        4,220        3,874       50,000
       8    12,032      2,118       1,841      50,000       3,240      2,963       50,000        4,794        4,517       50,000
       9    13,893      1,993       1,785      50,000       3,349      3,141       50,000        5,328        5,120       50,000
      10    15,848      1,741       1,741      50,000       3,338      3,338       50,000        5,807        5,807       50,000
      11    17,901      1,345       1,345      50,000       3,186      3,186       50,000        6,214        6,214       50,000
      12    20,056       789         789       50,000       2,871      2,871       50,000        6,530        6,530       50,000
      13    22,318        56         56        50,000       2,365      2,365       50,000        6,735        6,735       50,000
      14    24,694       (*)         (*)         (*)        1,634      1,634       50,000        6,799        6,799       50,000
      15    27,189       (*)         (*)         (*)         633        633        50,000        6,683        6,683       50,000
      16    29,808       (*)         (*)         (*)         (*)        (*)         (*)          6,333        6,333       50,000
      17    32,559       (*)         (*)         (*)         (*)        (*)         (*)          5,675        5,675       50,000
      18    35,447       (*)         (*)         (*)         (*)        (*)         (*)          4,611        4,611       50,000
      19    38,479       (*)         (*)         (*)         (*)        (*)         (*)          3,014        3,014       50,000
      20    41,663       (*)         (*)         (*)         (*)        (*)         (*)           724          724        50,000
      21    45,006       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      22    48,517       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      23    52,202       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      24    56,073       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      25    60,136       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      26    64,403       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      27    68,883       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      28    73,587       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      29    78,527       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      30    83,713       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)

<FN>
- ------------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       47

                                    50 of 90
<PAGE>   51


                             DEATH BENEFIT OPTION 2
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                GUARANTEED VALUES
<TABLE>
<CAPTION>

                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                                Cash                                  Cash
  Policy   Interest      Cash       Surr        Death        Cash       Surr       Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit       Value     Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------       -----     -----       -------       -----        -----       -------
<S>          <C>         <C>          <C>      <C>           <C>         <C>       <C>            <C>           <C>       <C>   
       1     1260        459          0        50,459        505         0         50,505         551           0         50,551
       2    2,583        886         193       50,886       1,006       313        51,006        1,132         439        51,132
       3    3,972       1,249        626       51,249       1,470       846        51,470        1,712        1,088       51,712
       4    5,431       1,542        988       51,542       1,888      1,333       51,888        2,283        1,728       52,283
       5    6,962       1,758       1,273      51,758       2,248      1,763       52,248        2,835        2,350       52,835
       6    8,570       1,890       1,474      51,890       2,542      2,126       52,542        3,359        2,943       53,359
       7    10,259      1,929       1,582      51,929       2,755      2,408       52,755        3,840        3,493       53,840
       8    12,032      1,863       1,586      51,863       2,869      2,592       52,869        4,260        3,982       54,260
       9    13,893      1,679       1,472      51,679       2,866      2,658       52,866        4,597        4,389       54,597
      10    15,848      1,367       1,367      51,367       2,727      2,727       52,727        4,828        4,828       54,828
      11    17,901       913         913       50,913       2,431      2,431       52,431        4,929        4,929       54,929
      12    20,056       310         310       50,310       1,961      1,961       51,961        4,874        4,874       54,874
      13    22,318       (*)         (*)         (*)        1,295      1,295       51,295        4,633        4,633       54,633
      14    24,694       (*)         (*)         (*)         409        409        50,409        4,170        4,170       54,170
      15    27,189       (*)         (*)         (*)         (*)        (*)         (*)          3,442        3,442       53,442
      16    29,808       (*)         (*)         (*)         (*)        (*)         (*)          2,392        2,392       52,392
      17    32,559       (*)         (*)         (*)         (*)        (*)         (*)           948          948        50,948
      18    35,447       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      19    38,479       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      20    41,663       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      21    45,006       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      22    48,517       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      23    52,202       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      24    56,073       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      25    60,136       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      26    64,403       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      27    68,883       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      28    73,587       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      29    78,527       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      30    83,713       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)

<FN>
- -------------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       48


                                    51 of 90
<PAGE>   52


                             DEATH BENEFIT OPTION 1
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                GUARANTEED VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>          <C>         <C>       <C>          <C>         <C>       <C>            <C>           <C>        <C>    
       1    1,575        931         34        100,000      1,000       102       100,000        1,069         171        100,000
       2    3,229       1,854        956       100,000      2,050      1,153      100,000        2,255        1,357       100,000
       3    4,965       2,738       1,930      100,000      3,121      2,313      100,000        3,538        2,730       100,000
       4    6,788       3,580       2,862      100,000      4,212      3,494      100,000        4,926        4,208       100,000
       5    8,703       4,379       3,751      100,000      5,320      4,692      100,000        6,428        5,800       100,000
       6    10,713      5,132       4,593      100,000      6,444      5,906      100,000        8,054        7,515       100,000
       7    12,824      5,833       5,384      100,000      7,579      7,130      100,000        9,812        9,363       100,000
       8    15,040      6,477       6,118      100,000      8,720      8,361      100,000       11,711       11,352       100,000
       9    17,367      7,058       6,789      100,000      9,861      9,592      100,000       13,763       13,493       100,000
      10    19,810      7,571       7,571      100,000     10,997     10,997      100,000       15,979       15,979       100,000
      11    22,376      8,009       8,009      100,000     12,123     12,123      100,000       18,376       18,376       100,000
      12    25,069      8,368       8,368      100,000     13,233     13,233      100,000       20,971       20,971       100,000
      13    27,898      8,643       8,643      100,000     14,323     14,323      100,000       23,788       23,788       100,000
      14    30,868      8,827       8,827      100,000     15,387     15,387      100,000       26,851       26,851       100,000
      15    33,986      8,908       8,908      100,000     16,413     16,413      100,000       30,193       30,193       100,000
      16    37,261      8,877       8,877      100,000     17,392     17,392      100,000       33,848       33,848       100,000
      17    40,699      8,719       8,719      100,000     18,310     18,310      100,000       37,852       37,852       100,000
      18    44,309      8,416       8,416      100,000     19,149     19,149      100,000       42,247       42,247       100,000
      19    48,099      7,945       7,945      100,000     19,889     19,889      100,000       47,085       47,085       100,000
      20    52,079      7,286       7,286      100,000     20,510     20,510      100,000       52,429       52,429       100,000
      21    56,258      6,417       6,417      100,000     20,991     20,991      100,000       58,359       58,359       100,000
      22    60,646      5,315       5,315      100,000     21,308     21,308      100,000       64,972       64,972       100,000
      23    65,253      3,955       3,955      100,000     21,437     21,437      100,000       72,388       72,388       100,000
      24    70,091      2,304       2,304      100,000     21,348     21,348      100,000       80,754       80,754       100,000
      25    75,170       317         317       100,000     20,996     20,996      100,000       90,218       90,218       104,653
      26    80,504       (*)         (*)         (*)       20,324     20,324      100,000       100,668      100,668      115,769
      27    86,104       (*)         (*)         (*)       19,257     19,257      100,000       112,193      112,193      126,778
      28    91,984       (*)         (*)         (*)       17,696     17,696      100,000       124,916      124,916      138,657
      29    98,158       (*)         (*)         (*)       15,524     15,524      100,000       138,987      138,987      151,495
      30   104,641       (*)         (*)         (*)       12,605     12,605      100,000       154,580      154,580      165,401

<FN>
- -------------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       49


                                    52 of 90
<PAGE>   53


                             DEATH BENEFIT OPTION 2
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                GUARANTEED VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>          <C>         <C>       <C>           <C>        <C>       <C>            <C>           <C>        <C>    
       1    1,575        927         29        100,927       995        98        100,995        1,064         167        101,064
       2    3,229       1,842        945       101,842      2,037      1,140      102,037        2,241        1,343       102,241
       3    4,965       2,714       1,906      102,714      3,094      2,286      103,094        3,507        2,699       103,507
       4    6,788       3,540       2,822      103,540      4,164      3,446      104,164        4,869        4,151       104,869
       5    8,703       4,318       3,689      104,318      5,244      4,615      105,244        6,334        5,705       106,334
       6    10,713      5,043       4,504      105,043      6,329      5,791      106,329        7,906        7,368       107,906
       7    12,824      5,711       5,262      105,711      7,415      6,966      107,415        9,592        9,143       109,592
       8    15,040      6,315       5,956      106,315      8,492      8,133      108,492       11,394       11,035       111,394
       9    17,367      6,848       6,578      106,848      9,554      9,285      109,554       13,317       13,048       113,317
      10    19,810      7,304       7,304      107,304     10,592     10,592      110,592       15,365       15,365       115,365
      11    22,376      7,676       7,676      107,676     11,596     11,596      111,596       17,544       17,544       117,544
      12    25,069      7,959       7,959      107,959     12,557     12,557      112,557       19,858       19,858       119,858
      13    27,898      8,149       8,149      108,149     13,470     13,470      113,470       22,316       22,316       122,316
      14    30,868      8,237       8,237      108,237     14,320     14,320      114,320       24,924       24,924       124,924
      15    33,986      8,212       8,212      108,212     15,093     15,093      115,093       27,688       27,688       127,688
      16    37,261      8,063       8,063      108,063     15,772     15,772      115,772       30,615       30,615       130,615
      17    40,699      7,777       7,777      107,777     16,337     16,337      116,337       33,706       33,706       133,706
      18    44,309      7,335       7,335      107,335     16,763     16,763      116,763       36,957       36,957       136,957
      19    48,099      6,719       6,719      106,719     17,020     17,020      117,020       40,361       40,361       140,361
      20    52,079      5,910       5,910      105,910     17,080     17,080      117,080       43,913       43,913       143,913
      21    56,258      4,891       4,891      104,891     16,913     16,913      116,913       47,608       47,608       147,608
      22    60,646      3,647       3,647      103,647     16,492     16,492      116,492       51,441       51,441       151,441
      23    65,253      2,163       2,163      102,163     15,785     15,785      115,785       55,408       55,408       155,408
      24    70,091       419         419       100,419     14,756     14,756      114,756       59,499       59,499       159,499
      25    75,170       (*)         (*)         (*)       13,359     13,359      113,359       63,693       63,693       163,693
      26    80,504       (*)         (*)         (*)       11,535     11,535      111,535       67,956       67,956       167,956
      27    86,104       (*)         (*)         (*)        9,210      9,210      109,210       72,242       72,242       172,242
      28    91,984       (*)         (*)         (*)        6,296      6,296      106,296       76,483       76,483       176,483
      29    98,158       (*)         (*)         (*)        2,700      2,700      102,700       80,607       80,607       180,607
      30   104,641       (*)         (*)         (*)         (*)        (*)         (*)         84,540       84,540       184,540

<FN>
- -----------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       50

                                    53 of 90
<PAGE>   54


                             DEATH BENEFIT OPTION 1
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                GUARANTEED VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>         <C>          <C>       <C>          <C>         <C>       <C>            <C>           <C>        <C>    
       1    2,625       1,393        230       100,000      1,502       340       100,000        1,613         450        100,000
       2    5,381       2,724       1,562      100,000      3,031      1,869      100,000        3,352        2,190       100,000
       3    8,275       3,963       2,917      100,000      4,555      3,508      100,000        5,199        4,153       100,000
       4    11,314      5,101       4,171      100,000      6,065      5,135      100,000        7,160        6,230       100,000
       5    14,505      6,131       5,317      100,000      7,554      6,740      100,000        9,239        8,425       100,000
       6    17,855      7,043       6,345      100,000      9,011      8,313      100,000       11,443       10,745       100,000
       7    21,373      7,825       7,244      100,000     10,424      9,843      100,000       13,779       13,198       100,000
       8    25,066      8,461       7,996      100,000     11,776     11,311      100,000       16,252       15,787       100,000
       9    28,945      8,934       8,585      100,000     13,048     12,699      100,000       18,867       18,518       100,000
      10    33,017      9,225       9,225      100,000     14,221     14,221      100,000       21,635       21,635       100,000
      11    37,293      9,318       9,318      100,000     15,278     15,278      100,000       24,571       24,571       100,000
      12    41,782      9,194       9,194      100,000     16,198     16,198      100,000       27,704       27,704       100,000
      13    46,497      8,835       8,835      100,000     16,962     16,962      100,000       31,065       31,065       100,000
      14    51,446      8,214       8,214      100,000     17,542     17,542      100,000       34,688       34,688       100,000
      15    56,644      7,295       7,295      100,000     17,901     17,901      100,000       38,610       38,610       100,000
      16    62,101      6,028       6,028      100,000     17,989     17,989      100,000       42,875       42,875       100,000
      17    67,831      4,346       4,346      100,000     17,739     17,739      100,000       47,535       47,535       100,000
      18    73,848      2,162       2,162      100,000     17,065     17,065      100,000       52,659       52,659       100,000
      19    80,165       (*)         (*)         (*)       15,863     15,863      100,000       58,342       58,342       100,000
      20    86,798       (*)         (*)         (*)       14,020     14,020      100,000       64,718       64,718       100,000
      21    93,763       (*)         (*)         (*)       11,403     11,403      100,000       71,975       71,975       100,000
      22   101,076       (*)         (*)         (*)        7,853      7,853      100,000       80,362       80,362       100,000
      23   108,755       (*)         (*)         (*)        3,173      3,173      100,000       90,209       90,209       100,000
      24   116,818       (*)         (*)         (*)         (*)        (*)         (*)         101,771      101,771      106,860
      25   125,284       (*)         (*)         (*)         (*)        (*)         (*)         114,520      114,520      120,246
      26   134,173       (*)         (*)         (*)         (*)        (*)         (*)         128,503      128,503      134,928
      27   143,506       (*)         (*)         (*)         (*)        (*)         (*)         143,825      143,825      151,016
      28   153,307       (*)         (*)         (*)         (*)        (*)         (*)         160,592      160,592      168,621
      29   163,597       (*)         (*)         (*)         (*)        (*)         (*)         178,913      178,913      187,859
      30   174,402       (*)         (*)         (*)         (*)        (*)         (*)         198,906      198,906      208,851

<FN>
- -----------------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       51


                                    54 of 90
<PAGE>   55


                             DEATH BENEFIT OPTION 2
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                GUARANTEED VALUES
<TABLE>
<CAPTION>
                          0% Hypothetical                       6% Hypothetical                   12% Hypothetical
                        Gross Investment Return             Gross Investment Return             Gross Investment Return
                        -----------------------             -----------------------             ------------------------

           Premiums
          Paid Plus                 Cash                               Cash                                   Cash
  Policy   Interest      Cash       Surr        Death       Cash       Surr        Death         Cash         Surr         Death
    Year    at 5%       Value       Value      Benefit      Value      Value       Benefit       Value        Value       Benefit
    ----    -----       -----       -----      -------      -----      -----       -------       -----        -----       -------
<S>         <C>         <C>          <C>       <C>          <C>         <C>       <C>            <C>           <C>        <C>    
       1    2,625       1,377        215       101,377      1,486       323       101,486        1,595         433        101,595
       2    5,381       2,680       1,517      102,680      2,982      1,819      102,982        3,298        2,135       103,298
       3    8,275       3,874       2,827      103,874      4,452      3,405      104,452        5,081        4,035       105,081
       4    11,314      4,951       4,021      104,951      5,884      4,954      105,884        6,944        6,014       106,944
       5    14,505      5,901       5,087      105,901      7,265      6,452      107,265        8,880        8,067       108,880
       6    17,855      6,712       6,014      106,712      8,579      7,882      108,579       10,885       10,187       110,885
       7    21,373      7,372       6,791      107,372      9,808      9,227      109,808       12,949       12,368       112,949
       8    25,066      7,863       7,398      107,863     10,926     10,461      110,926       15,056       14,591       115,056
       9    28,945      8,165       7,816      108,165     11,906     11,557      111,906       17,188       16,839       117,188
      10    33,017      8,260       8,260      108,260     12,721     12,721      112,721       19,326       19,326       119,326
      11    37,293      8,132       8,132      108,132     13,344     13,344      113,344       21,449       21,449       121,449
      12    41,782      7,766       7,766      107,766     13,745     13,745      113,745       23,535       23,535       123,535
      13    46,497      7,147       7,147      107,147     13,899     13,899      113,899       25,565       25,565       125,565
      14    51,446      6,256       6,256      106,256     13,768     13,768      113,768       27,512       27,512       127,512
      15    56,644      5,065       5,065      105,065     13,309     13,309      113,309       29,334       29,334       129,334
      16    62,101      3,538       3,538      103,538     12,464     12,464      112,464       30,972       30,972       130,972
      17    67,831      1,626       1,626      101,626     11,162     11,162      111,162       32,352       32,352       132,352
      18    73,848       (*)         (*)         (*)        9,316      9,316      109,316       33,377       33,377       133,377
      19    80,165       (*)         (*)         (*)        6,835      6,835      106,835       33,942       33,942       133,942
      20    86,798       (*)         (*)         (*)        3,634      3,634      103,634       33,937       33,937       133,937
      21    93,763       (*)         (*)         (*)         (*)        (*)         (*)         33,254       33,254       133,254
      22   101,076       (*)         (*)         (*)         (*)        (*)         (*)         31,778       31,778       131,778
      23   108,755       (*)         (*)         (*)         (*)        (*)         (*)         29,388       29,388       129,388
      24   116,818       (*)         (*)         (*)         (*)        (*)         (*)         25,943       25,943       125,943
      25   125,284       (*)         (*)         (*)         (*)        (*)         (*)         21,264       21,264       121,264
      26   134,173       (*)         (*)         (*)         (*)        (*)         (*)         15,133       15,133       115,133
      27   143,506       (*)         (*)         (*)         (*)        (*)         (*)          7,275        7,275       107,275
      28   153,307       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      29   163,597       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)
      30   174,402       (*)         (*)         (*)         (*)        (*)         (*)           (*)          (*)          (*)

<FN>
- ---------------------------------

(1)     NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
        MONTHLY $10 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS INVESTMENT
        RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL LAPSE WITHOUT VALUE.
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       52

                                    55 of 90
<PAGE>   56





                                   APPENDIX 3

The following performance tables display historical investment results of the
Underlying Mutual Fund Sub-Accounts of the Variable Account. This information
may be useful in helping potential investors in deciding which Underlying Mutual
Fund Sub-Accounts to choose and in assessing the competence of the Underlying
Mutual Funds' investment advisers. The performance figures shown should be
considered in light of the investment objectives and policies, characteristics
and quality of the underlying portfolios of the Underlying Mutual Funds, and the
market conditions during the periods of time quoted. The performance figures
should not be considered as estimates or predictions of future performance.
Investment return and the principal value of the Underlying Mutual Fund
Sub-Accounts are not guaranteed and will fluctuate so that a Policy Owner's
units, when redeemed, may be worth more or less than their original cost.




                                       53


                                    56 of 90
<PAGE>   57
                             FUND PERFORMANCE TABLE*
<TABLE>
<CAPTION>
                           ----------------------------------------------------------------------------------------
                                              Annual Percentage               Cumulative Non annualized            
                                                    Change                       Percentage Change                 
- -------------------------------------------------------------------------------------------------------------------
                            Fund      Unit                        1 mo    1/1/97 1 Yrs   3 Yrs.   5 yrs. Inception 
  Underlying Mutual Fund   Inception Values   1994  1995   1996    to       to     to      to       to       to    
                           Date**    3/31/97                     3/31/97 3/31/97 3/31/97 3/31/97  3/31/97 3/31/97  
- -------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>     <C>   <C>    <C>     <C>    <C>    <C>      <C>      <C>     <C>     
NSAT Capital Appreciation  04/15/92   11.85  -0.90  29.35  26.14  -3.23   2.06   19.06    71.54    N/A     91.34   
Fund                                                                                                               
NSAT Government Bond Fund  11/08/82   10.62  -3.23  18.74   3.49  -0.99  -0.54    5.24    21.62    42.51  262.20   
NSAT Money Market Fund     11/10/81   10.47   3.88   5.64   5.13   0.43   1.24    5.10    15.98    22.92  188.45   
NSAT Small Company Fund    10/23/95    9.99    N/A    N/A  22.83  -3.94  -5.11    7.97      N/A      N/A   33.30   
NSAT Total Return Fund     11/08/82   11.70   1.07  29.09  21.84  -3.31   2.22   17.67    66.13    92.66  670.93   
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                           ---------------------------
                              Average Annualized
                             Percentage Change
- -------------------------------------------------------
                             3 Yrs.   5 yrs. Inception
  Underlying Mutual Fund       to       to     to
                            3/31/97  3/31/97  3/31/97
- --------------------------------------------------------
<S>                          <C>       <C>   <C>  
NSAT Capital Appreciation    19.71      N/A  13.98
Fund                                            
NSAT Government Bond Fund     6.74     7.34   9.35
NSAT Money Market Fund        5.07     4.21   7.13
NSAT Small Company Fund        N/A      N/A  22.13
NSAT Total Return Fund       18.44    14.01  15.24
- --------------------------------------------------------
</TABLE>

* TOTAL RETURN SHOWS THE PERCENT CHANGE IN UNIT VALUES, WITH DIVIDENDS AND
CAPITAL GAINS REINVESTED, AFTER THE DEDUCTION OF A GUARANTEED MORTALITY AND
EXPENSE RISK CHARGE AT THE RATE OF 0.75% PER ANNUM OF DAILY NET ASSET VALUE OF
THE VARIABLE ACCOUNT AND THE DEDUCTION OF APPLICABLE INVESTMENT ADVISORY FEES
AND OTHER EXPENSES OF THE UNDERLYING MUTUAL FUNDS.

   
THE TOTAL RETURN FIGURES DO NOT TAKE INTO ACCOUNT THE SEVERAL OTHER POLICY
CHARGES WHICH ARE DESCRIBED IN THE "POLICY CHARGES" SECTION. THESE OTHER CHARGES
INCLUDE DEDUCTIONS FROM PREMIUMS, COST OF INSURANCE CHARGES, MORTALITY AND
EXPENSE RISK CHARGES, SURRENDER CHARGES AND A MONTHLY ADMINISTRATIVE CHARGE.
    

                         NOTES TO FUND PERFORMANCE TABLE

The above table displays three types of total return. (1) Annual Percentage
Change; (2) Cumulative Non-Annualized Percentage Change; and (3) Average
Annualized Percentage Change. Total return shows the percent change in unit
values, with dividends and capital gains reinvested, after the deduction of
applicable investment advisory fees and other expenses of the Underlying Mutual
Funds. The total return figures shown in the Annual Percentage Change and
Average Annualized Percentage Change columns represent annualized figures, i.e.,
that is the rate of growth that would have produced the corresponding cumulative
return had performance been constant over the entire period quoted. The annual
Percentage Change reflects the rate of return on an annual percentage basis
during the 1994, 1995 and 1996 calendar years. The Average Annualized Percentage
Change reflects the annual percentage rate of return over 3 and 5 year periods,
or from Underlying Mutual Fund inception. The Cumulative Non-Annualized
Percentage Change total return figures are not annual return figures but instead
represent the total percentage change in unit value over the stated periods
without annualization. THE TOTAL RETURN FIGURES DO NOT TAKE INTO ACCOUNT THE
SEVERAL OTHER POLICY CHARGES WHICH ARE DESCRIBED IN THE "POLICY CHARGES"
SECTION. THESE OTHER CHARGES INCLUDE DEDUCTIONS FROM PREMIUMS, COST OF INSURANCE
CHARGES, MORTALITY AND EXPENSE RISK CHARGES, SURRENDER CHARGES AND A MONTHLY
ADMINISTRATIVE CHARGE. 

The Underlying Mutual Fund Inception Date is the date the
Underlying Mutual Fund first became effective, which is not necessarily the same
date the Underlying Mutual Fund was first made available through the Variable
Account. For those Underlying Mutual Funds which have not been offered as
Sub-Accounts through the Variable Account for one of the quoted periods, the
total return figures will show the investment performance such Underlying Mutual
Funds would have achieved (reduced by Fund investment advisory fees and
expenses) had they been offered as Sub-Accounts through the Variable Account for
the period quoted. Certain Underlying Mutual Funds are not as old as some of the
periods quoted, therefore, total return figures may not be available for all of
the periods shown. 

THE PRECEDING FUND PERFORMANCE TABLE DISPLAYS HISTORICAL INVESTMENT RESULTS OF
THE UNDERLYING MUTUAL FUNDS OF THE VARIABLE ACCOUNT. THIS INFORMATION MAY BE
USEFUL IN HELPING POTENTIAL INVESTORS IN DECIDING WHICH UNDERLYING MUTUAL FUNDS
TO CHOOSE AND IN ASSESSING THE COMPETENCE OF THE UNDERLYING MUTUAL FUNDS'
INVESTMENT ADVISERS. THE PERFORMANCE FIGURES SHOWN SHOULD BE CONSIDERED IN LIGHT
OF THE INVESTMENT OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE
UNDERLYING PORTFOLIOS OF THE UNDERLYING MUTUAL FUNDS, AND THE MARKET CONDITIONS
DURING THE PERIODS OF TIME QUOTED. THE PERFORMANCE FIGURES SHOULD NOT BE
CONSIDERED AS ESTIMATES OR PREDICTIONS OF FUTURE PERFORMANCE. INVESTMENT RETURN
AND THE PRINCIPAL VALUE OF THE UNDERLYING MUTUAL FUNDS ARE NOT GUARANTEED AND
WILL FLUCTUATE SO THAT A POLICY OWNER'S UNITS, WHEN REDEEMED, MAY BE WORTH MORE
OR LESS THAN THEIR ORIGINAL COST.

                                       54

                                    57 of 90
<PAGE>   58


                          CASH VALUE PERFORMANCE TABLE*
                      HYPOTHETICAL ANNUAL PREMIUM: $10,000
                            $499,021 SPECIFIED AMOUNT
                        MALE AGE 45/NON-TOBACCO PREFERRED
<TABLE>
<CAPTION>
                    -------------------------------------------------------------------------------------------------------------
                               1 Year to      2 Years to      3 Years to      5 Years to     10 Years to      Inception to
                               3/31/97         3/31/97         3/31/97         3/31/97        3/31/97         3/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Underlying Mutual   Fund             Cash           Cash            Cash             Cash             Cash              Cash
     Fund           Inception Accum  Surr.  Accum   Surr.   Accum   Surr.   Accum    Surr.   Accum    Surr.    Accum    Surr.
                    Date**   Value   Value  Value   Value   Value   Value   Value    Value   Value    Value    Value    Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>   <C>        <C>      <C>     <C>   <C>     <C>       <C>      <C>     <C>    <C>      <C>      <C>    
NSAT Capital        04/15/92 $9,210  $4,377   N/A     N/A   $34,619 $30,269   N/A      N/A     N/A      N/A    $62,850  $59,467
Appreciation Fund
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Government     11/08/82 $8,056  $3,223   N/A     N/A   $26,286 $21,936 $46,624  $43,241 $120,376 $120,376 $228,753 $228,753
Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Money Market   11/10/81 $8,040  $3,207   N/A     N/A   $25,346 $20,997 $43,634  $40,250 $100,689 $100,689 $198,866 $198,866
Fund
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Small Company  10/23/95 $8.375  $3,542   N/A     N/A     N/A     N/A     N/A      N/A     N/A      N/A    $18,857  $14,023
Fund
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Total Return   11/08/82 $9,093  $4,260   N/A     N/A   $33,445 $29,095 $61,480  $58,097 $164,535 $164,535 $378,940 $378,940
Fund
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* THE CASH SURRENDER VALUE FIGURES REFLECT THE DEDUCTION OF ALL APPLICABLE
POLICY CHARGES, INCLUDING DEDUCTION FROM EACH PREMIUM PAYMENT, AN 0.75% ASSET
CHARGE, APPLICABLE COST OF INSURANCE CHARGES, AND A MONTHLY ADMINISTRATIVE
CHARGE (AND THE DEDUCTION OF APPLICABLE INVESTMENT ADVISORY FEES AND OTHER
EXPENSES OF THE UNDERLYING MUTUAL FUNDS).

                      NOTES TO CASH VALUE PERFORMANCE TABLE

The above Cash-Value performance table shows the effect of the performance
quoted on Cash Values and Cash Surrender Values, based on a hypothetical annual
premium of $10,000 for a 45 year-old male, non-tobacco preferred, with death
benefit option 1 and an initial specified amount of $499,021 (based on a
guideline-level premium of $10,000 issued on a preferred basis). The Cash
Surrender Value figures reflect the deduction of all applicable Policy Charges,
including a deduction from each premium payment, a mortality and expense risk
charge, applicable cost of insurance charges, surrender charges, and a monthly
administrative charge (and the deduction of applicable investment advisory fees
and other expenses of the Underlying Mutual Funds). See the "Policy Charges"
section for more information about these charges. The cost of insurance charges
may be higher or lower for purchasers who do not meet the profile of the
hypothetical purchaser. Illustrations reflecting a potential purchaser's
specific characteristics are available from the Company upon request.

**The Underlying Mutual Fund Inception Date is the date the Underlying Mutual
Fund first became effective, which is not necessarily the same date the
Underlying Mutual Fund was first made available through the Variable Account.
For those Underlying Mutual Funds which have not been offered as Sub-Accounts
through the Variable Account for one of the quoted periods, the Cash Values will
show the investment performance such Underlying Mutual Funds would have achieved
(reduced by Underlying Mutual Fund investment advisory fees and expenses) had
they been offered as Sub-Accounts through the Variable Account for the period
quoted. Certain Underlying Mutual Funds are not as old as some of the periods
quoted, therefore, the Cash Values may not be available for all of the periods
shown.

THE PRECEDING CASH-VALUE PERFORMANCE TABLE DISPLAYS HISTORICAL INVESTMENT
RESULTS OF THE UNDERLYING MUTUAL FUNDS OF THE VARIABLE ACCOUNT. THIS INFORMATION
MAY BE USEFUL IN HELPING POTENTIAL INVESTORS IN DECIDING WHICH UNDERLYING MUTUAL
FUNDS TO CHOOSE AND IN ASSESSING THE COMPETENCE OF THE UNDERLYING MUTUAL FUNDS'
INVESTMENT ADVISERS. THE PERFORMANCE FIGURES SHOWN SHOULD BE CONSIDERED IN LIGHT
OF THE INVESTMENT OBJECTIVES AND POLICIES, CHARACTERISTICS AND QUALITY OF THE
UNDERLYING PORTFOLIOS OF THE UNDERLYING MUTUAL FUNDS, AND THE MARKET CONDITIONS
DURING THE PERIODS OF TIME QUOTED. THE PERFORMANCE FIGURES SHOULD NOT BE
CONSIDERED AS ESTIMATES OR PREDICTIONS OF FUTURE PERFORMANCE. INVESTMENT RETURN
AND THE PRINCIPAL VALUE OF THE UNDERLYING MUTUAL FUNDS ARE NOT GUARANTEED AND
WILL FLUCTUATE SO THAT A POLICY OWNER'S UNITS, WHEN REDEEMED, MAY BE WORTH MORE
OR LESS THAN THEIR ORIGINAL COST.

                                       55

                                    58 of 90
<PAGE>   59

<PAGE>   1


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors
Nationwide Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company) as of December 31,
1996 and 1995, and the related consolidated statements of income, shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1996.  These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles. 

In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
January 31, 1997
<PAGE>   2





<TABLE>
<CAPTION>
                                      

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 1996 and 1995
                                ($000's omitted)

                                        Assets                                                1996               1995
                                        ------                                          -----------------   ----------------
<S>                                                                                     <C>                 <C>       
Investments (notes 5, 8 and 9): 
   Securities available-for-sale, at fair value:
      Fixed maturity securities (cost $11,970,878 in 1996; $11,862,556 in 1995)             $12,304,639          12,485,564
      Equity securities (cost $43,890 in 1996; $23,617 in 1995)                                  59,131              29,953
   Mortgage loans on real estate, net                                                         5,272,119           4,602,764
   Real estate, net                                                                             265,759             229,442
   Policy loans                                                                                 371,816             336,356
   Other long-term investments                                                                   28,668              61,989
   Short-term investments (note 13)                                                               4,789              32,792
                                                                                        -----------------   ----------------
                                                                                             18,306,921          17,778,860
                                                                                        -----------------   ----------------

Cash                                                                                             43,784               9,455
Accrued investment income                                                                       210,182             212,963
Deferred policy acquisition costs                                                             1,366,509           1,020,356
Investment in subsidiaries classified as discontinued operations (notes 1 and 2)                485,707             506,677
Other assets (note 6)                                                                           426,441             388,214
Assets held in Separate Accounts (note 8)                                                    26,926,702          18,591,108
                                                                                        -----------------   ----------------
                                                                                            $47,766,246          38,507,633
                                                                                        =================   ================

                         Liabilities and Shareholder's Equity
                         ------------------------------------

Future policy benefits and claims (notes 6 and 8)                                           $17,179,060          16,358,614
Policyholders' dividend accumulations                                                           361,401             348,027
Other policyholder funds                                                                         60,073              65,297
Accrued federal income tax (note 7):
   Current                                                                                       30,170              35,301
   Deferred                                                                                     162,212             246,627
                                                                                        -----------------   ----------------
                                                                                                192,382             281,928
                                                                                        -----------------   ----------------

Dividend payable to shareholder (notes 1 and 2)                                                 485,707                   -
Other liabilities                                                                               423,047             234,147
Liabilities related to Separate Accounts (note 8)                                            26,926,702          18,591,108
                                                                                        -----------------   ----------------
                                                                                             45,628,372          35,879,121
                                                                                        -----------------   ----------------

Commitments and contingencies (notes 6, 9 and 15)

Shareholder's equity (notes 3, 4, 5, 12 and 13):
   Capital shares, $1 par value.  Authorized 5,000,000 shares, issued and
      outstanding 3,814,779 shares                                                                3,815               3,815
   Additional paid-in capital                                                                   527,874             657,118
   Retained earnings                                                                          1,432,593           1,583,275
   Unrealized gains on securities available-for-sale, net                                       173,592             384,304
                                                                                        -----------------   ----------------
                                                                                              2,137,874           2,628,512
                                                                                        -----------------   ----------------
                                                                                            $47,766,246          38,507,633
                                                                                        =================   ================
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>   3


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years ended December 31, 1996, 1995 and 1994
                                ($000's omitted)
<TABLE>
<CAPTION>

                                                                                   1996            1995            1994
                                                                              ---------------  --------------  -------------
<S>                                                                           <C>              <C>             <C>    
Revenues (note 16):
   Investment product and universal life insurance product policy charges       $   400,902        286,534         217,245
   Traditional life insurance premiums                                              198,642        199,106         176,658
   Net investment income (note 5)                                                 1,357,759      1,294,033       1,210,811
   Realized losses on investments  (note 5)                                            (326)        (1,724)        (16,527)
   Other income                                                                      35,861         20,702          11,312
                                                                              ---------------  --------------  -------------
                                                                                  1,992,838      1,798,651       1,599,499
                                                                              ---------------  --------------  -------------
Benefits and expenses:
   Benefits and claims                                                            1,160,580      1,115,493         992,667
   Provision for policyholders' dividends on participating policies (note 12)        40,973         39,937          38,754
   Amortization of deferred policy acquisition costs                                133,394         82,695          85,568
   Other operating expenses (note 13)                                               342,394        272,954         240,652
                                                                              ---------------  --------------  -------------
                                                                                  1,677,341      1,511,079       1,357,641
                                                                              ---------------  --------------  -------------
      Income from continuing operations before federal income tax expense           315,497        287,572         241,858
                                                                              ---------------  --------------  -------------

Federal income tax expense (benefit) (note 7):
   Current                                                                          116,512         88,700          73,559
   Deferred                                                                          (5,623)        11,108           5,030
                                                                              ---------------  --------------  -------------
                                                                                    110,889         99,808          78,589
                                                                              ---------------  --------------  -------------
      Income from continuing operations                                             204,608        187,764         163,269

Income from discontinued operations (less federal income tax expense of
   $4,453, $7,446 and $10,915 in 1996, 1995 and 1994, respectively) (note 2)         11,324         24,714          20,459
                                                                              ---------------  --------------  -------------

      Net income                                                                $   215,932        212,478         183,728
                                                                              ===============  ==============  =============
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>   4


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1996, 1995 and 1994
                                ($000's omitted)
<TABLE>
<CAPTION>

                                                                                             Unrealized
                                                                                           gains (losses)
                                                             Additional                    on securities        Total
                                                 Capital      paid-in        Retained      available-for-   shareholder's
                                                  shares      capital        earnings        sale, net          equity
                                                ----------- ------------- --------------- ----------------- ---------------
<S>                                             <C>         <C>           <C>             <C>               <C>      
1994:
   Balance, beginning of year                       $3,815      406,089       1,194,519             6,745       1,611,168
   Capital contribution                                  -      200,000               -                 -         200,000
   Net income                                            -            -         183,728                 -         183,728
   Adjustment for change in accounting for
      certain investments in debt and equity
      securities, net (note 4)                           -            -               -           212,553         212,553
   Unrealized losses on securities available-
      for-sale, net                                      -            -               -          (338,971)       (338,971)
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      606,089       1,378,247          (119,673)      1,868,478
                                                =========== ============= =============== ================= ===============

1995:
   Balance, beginning of year                        3,815      606,089       1,378,247          (119,673)      1,868,478
   Capital contribution (note 13)                        -       51,029               -            (4,111)         46,918
   Dividends to shareholder                              -            -          (7,450)                -          (7,450)
   Net income                                            -            -         212,478                 -         212,478
   Unrealized gains on securities available-
      for-sale, net                                      -            -               -           508,088         508,088
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      657,118       1,583,275           384,304       2,628,512
                                                =========== ============= =============== ================= ===============

1996:
   Balance, beginning of year                        3,815      657,118       1,583,275           384,304       2,628,512
   Capital contribution (note 13)                        -           25               5                 -              30
   Dividends to shareholder                              -     (129,269)       (366,619)          (39,819)       (535,707)
   Net income                                            -            -         215,932                 -         215,932
   Unrealized losses on securities available-
      for-sale, net                                      -            -               -          (170,893)       (170,893)
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      527,874       1,432,593           173,592       2,137,874
                                                =========== ============= =============== ================= ===============

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   5


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1996, 1995 and 1994
                                ($000's omitted)
<TABLE>
<CAPTION>

                                                                                       1996            1995            1994
                                                                                 ---------------- --------------- ---------------
<S>                                                                              <C>              <C>             <C>    
  Cash flows from operating activities:
     Net income                                                                    $    215,932        212,478         183,728
     Adjustments to reconcile net income to net cash provided by operating
        activities:
           Capitalization of deferred policy acquisition costs                         (422,572)      (321,327)       (242,431)
           Amortization of deferred policy acquisition costs                            133,394         82,695          85,568
           Amortization and depreciation                                                  6,962         10,234           3,603
           Realized (gains) losses on invested assets, net                                 (284)         3,250          16,094
           Deferred federal income tax expense (benefit)                                  7,603        (30,673)          9,946
           Decrease (increase) in accrued investment income                               2,781        (16,999)        (12,808)
           (Increase) decrease in other assets                                          (38,876)        39,880        (102,676)
           Increase in policy liabilities                                               305,755        135,937         118,361
           Increase in policyholders' dividend accumulations                             13,374         12,639          15,298
           (Decrease) increase in accrued federal income tax payable                     (5,131)        30,836          (5,714)
           Increase in other liabilities                                                188,900         26,851             506
           Other, net                                                                   (61,679)         1,832         (29,595)
                                                                                 ---------------  --------------- ---------------
              Net cash provided by operating activities                                 346,159        187,633          39,880
                                                                                 ---------------- --------------- ---------------

  Cash flows from investing activities:
     Proceeds from maturity of securities available-for-sale                          1,162,766        634,553         544,843
     Proceeds from sale of securities available-for-sale                                299,558        107,345         228,308
     Proceeds from maturity of fixed maturity securities held-to-maturity                     -        564,450         491,862
     Proceeds from repayments of mortgage loans on real estate                          309,050        207,832         190,574
     Proceeds from sale of real estate                                                   18,519         48,331          46,713
     Proceeds from repayments of policy loans and sale of other invested assets          22,795         53,587         120,506
     Cost of securities available-for-sale acquired                                  (1,573,640)    (1,942,413)     (1,816,370)
     Cost of fixed maturity securities held-to-maturity acquired                              -       (593,636)       (410,379)
     Cost of mortgage loans on real estate acquired                                    (972,776)      (796,026)       (471,570)
     Cost of real estate acquired                                                        (7,862)       (10,928)         (6,385)
     Policy loans issued and other invested assets acquired                             (57,740)       (75,910)        (65,302)
     Short-term investments, net                                                         28,003         77,837         (89,376)
     Purchase of affiliate (note 13)                                                          -              -        (155,000)
                                                                                ---------------- --------------- ---------------
              Net cash used in investing activities                                    (771,327)    (1,724,978)     (1,391,576)
                                                                                ---------------- --------------- ---------------

  Cash flows from financing activities:
     Proceeds from capital contributions                                                     30              -         200,000
     Dividends paid to shareholder                                                      (50,000)        (7,450)              -
     Increase in investment product and universal life insurance
        product account balances                                                      2,293,933      2,809,385       3,547,976
     Decrease in investment product and universal life insurance
        product account balances                                                     (1,784,466)    (1,258,758)     (2,412,595)
                                                                                ---------------- --------------- --------------
              Net cash provided by financing activities                                 459,497      1,543,177       1,335,381
                                                                                ---------------- --------------- --------------

  Net increase (decrease) in cash                                                        34,329          5,832         (16,315)

                                                                                 ---------------- --------------- ---------------
  Cash, beginning of year                                                                 9,455          3,623          19,938
                                                                                 ---------------- --------------- ---------------
  Cash, end of year                                                               $      43,784          9,455           3,623
                                                                                 ================ =============== ===============
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>   6




               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1996, 1995 and 1994
                                ($000's omitted)

(1)      Organization and Description of Business
         ----------------------------------------

         Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary
         of Nationwide Corporation (Nationwide Corp.). Wholly owned subsidiaries
         of NLIC include Nationwide Life and Annuity Insurance Company (NLAIC),
         Employers Life Insurance Company of Wausau and subsidiaries (ELICW),
         National Casualty Company (NCC), West Coast Life Insurance Company
         (WCLIC), Nationwide Advisory Services, Inc. (formerly Nationwide
         Financial Services, Inc.), Nationwide Investment Services Corporation
         (formerly PEBSCO Securities Corporation) (NISC) and NWE, Inc. NLIC and
         its subsidiaries are collectively referred to as "the Company."

         Nationwide Corp. formed Nationwide Financial Services, Inc. (NFS) in
         November 1996 as a holding company for NLIC and the other companies of
         the Nationwide Insurance Enterprise that offer or distribute long-term
         savings and retirement products. On January 27, 1997, Nationwide Corp.
         contributed to NFS the common stock of NLIC and three marketing and
         distribution companies. NFS is planning an initial public offering of
         its Class A common stock during the first quarter of 1997.

         In anticipation of the restructuring described above, on September 24,
         1996, NLIC's Board of Directors declared a dividend payable January 1,
         1997 to Nationwide Corp. consisting of the outstanding shares of common
         stock of certain subsidiaries (ELICW, NCC and WCLIC) that do not offer
         or distribute long-term savings and retirement products. In addition,
         during 1996, NLIC entered into two reinsurance agreements whereby all
         of NLIC's accident and health and group life insurance business was
         ceded to ELICW and another affiliate effective January 1, 1996. These
         subsidiaries and all accident and health and group life insurance
         business have been accounted for as discontinued operations for all
         periods presented. See notes 2 and 13.

         In addition, as part of the restructuring described above, NLIC intends
         to make an $850,000 distribution to NFS which will then make an
         equivalent distribution to Nationwide Corp.

         The Company is a leading provider of long-term savings and retirement
         products to retail and institutional customers and is subject to
         competition from other financial services providers throughout the
         United States. The Company is subject to regulation by the Insurance
         Departments of states in which it is licensed, and undergoes periodic
         examinations by those departments.

         The following is a description of the most significant risks facing
         life insurers and how the Company mitigates those risks:

              LEGAL/REGULATORY RISK is the risk that changes in the legal or
              regulatory environment in which an insurer operates will create
              additional expenses not anticipated by the insurer in pricing its
              products. That is, regulatory initiatives, new legal theories or
              insurance company insolvencies through guaranty fund assessments
              may create costs for the insurer beyond those currently recorded
              in the consolidated financial statements. The Company mitigates
              this risk by offering a wide range of products and by operating
              throughout the United States, thus reducing its exposure to any
              single product or jurisdiction, and also by employing underwriting
              practices which identify and minimize the adverse impact of this
              risk.

              CREDIT RISK is the risk that issuers of securities owned by the
              Company or mortgagors on mortgage loans on real estate owned by
              the Company will default or that other parties, including
              reinsurers, which owe the Company money, will not pay. The Company
              minimizes this risk by adhering to a conservative investment
              strategy, by maintaining reinsurance and credit and collection
              policies and by providing for any amounts deemed uncollectible.
<PAGE>   7



               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


              INTEREST RATE RISK is the risk that interest rates will change and
              cause a decrease in the value of an insurer's investments. This
              change in rates may cause certain interest-sensitive products to
              become uncompetitive or may cause disintermediation. The Company
              mitigates this risk by charging fees for non-conformance with
              certain policy provisions, by offering products that transfer this
              risk to the purchaser, and/or by attempting to match the maturity
              schedule of its assets with the expected payouts of its
              liabilities. To the extent that liabilities come due more quickly
              than assets mature, an insurer would have to borrow funds or sell
              assets prior to maturity and potentially recognize a gain or loss.

(2)      Discontinued Operations
         -----------------------

         As discussed in note 1, NFS is a holding company for NLIC and certain
         other companies that offer or distribute long-term savings and
         retirement products. Prior to the contribution by Nationwide Corp. to
         NFS of the outstanding common stock of NLIC and other companies, NLIC
         effected certain transactions with respect to certain subsidiaries and
         lines of business that were unrelated to long-term savings and
         retirement products.

         On September 24, 1996, NLIC's Board of Directors declared a dividend to
         Nationwide Corp. consisting of the outstanding shares of common stock
         of three subsidiaries: ELICW, NCC and WCLIC. ELICW writes group
         accident and health and group life insurance business and maintains it
         offices in Wausau, Wisconsin. NCC is a property and casualty company
         that serves as a fronting company for a property and casualty
         subsidiary of Nationwide Mutual Insurance Company (NMIC), an affiliate.
         NCC maintains its offices in Scottsdale, Arizona. WCLIC writes high
         dollar term life insurance policies and is located in San Francisco,
         California. ELICW, NCC and WCLIC have been accounted for as
         discontinued operations for all periods presented. NLIC did not
         recognize any gain or loss on the disposal of these subsidiaries.

         A summary of the combined results of operations, including the results
         of the accident and health and group life insurance business ELICW
         assumed from NLIC in 1996, and assets and liabilities of ELICW, NCC and
         WCLIC as of and for the years ended December 31, 1996, 1995 and 1994 is
         as follows:
<TABLE>
<CAPTION>

                                                                                    1996           1995          1994
                                                                                ------------   -----------   -----------

               <S>                                                               <C>             <C>           <C>   
               Revenues                                                          $   668,870       422,149        84,226
               Net income                                                             11,324        26,456        11,753
               Assets, consisting primarily of investments                         3,029,293     2,967,326     2,537,692
               Liabilities, consisting primarily of policy benefits and claims     2,543,586     2,460,649     2,179,263
</TABLE>

         During 1996, NLIC entered into two reinsurance agreements whereby all
         of NLIC's accident and health and group life insurance business was
         ceded to ELICW and NMIC, effective January 1, 1996. See note 13 for a
         complete discussion of the reinsurance agreements. NLIC has
         discontinued its accident and health and group life insurance business
         and in connection therewith has entered into reinsurance agreements to
         cede all existing and any future writings to other affiliated companies
         and will cease writing any new business prior to December 31, 1997.
         NLIC's accident and health and group life insurance business is
         accounted for as discontinued operations for all periods presented.
         NLIC did not recognize any gain or loss on the disposal of the accident
         and health and group life insurance business. The assets, liabilities,
         results of operations and activities of discontinued operations are
         distinguished physically, operationally and for financial reporting
         purposes from the remaining assets, liabilities, results of operations
         and activities of NLIC.
<PAGE>   8
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         A summary of the results of operations, net of amounts ceded to ELICW
         and NMIC in 1996, and assets and liabilities of NLIC's accident and
         health and group life insurance business as of and for the years ended
         December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

                                                                                    1996           1995          1994
                                                                                ------------   -----------   -----------

<S>                                                                                 <C>            <C>           <C>    
               Revenues                                                             $      -       354,788       362,476
               Net income (loss)                                                           -        (1,742)        8,706
               Assets, consisting primarily of investments                           259,185       239,426       234,082
               Liabilities, consisting primarily of policy benefits and claims       259,185       239,426       234,082
</TABLE>

(3)      Summary of Significant Accounting Policies
         ------------------------------------------

         The significant accounting policies followed by the Company that
         materially affect financial reporting are summarized below. The
         accompanying consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles (GAAP) which
         differ from statutory accounting practices prescribed or permitted by
         regulatory authorities. Annual Statements for NLIC and its insurance
         subsidiaries, filed with the department of insurance of each insurance
         company's state of domicile, are prepared on the basis of accounting
         practices prescribed or permitted by each department. Prescribed
         statutory accounting practices include a variety of publications of the
         National Association of Insurance Commissioners (NAIC), as well as
         state laws, regulations and general administrative rules. Permitted
         statutory accounting practices encompass all accounting practices not
         so prescribed. The Company has no material permitted statutory
         accounting practices.

         In preparing the consolidated financial statements, management is
         required to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and the disclosures of contingent
         assets and liabilities as of the date of the consolidated financial
         statements and the reported amounts of revenues and expenses for the
         reporting period. Actual results could differ significantly from those
         estimates.

         The most significant estimates include those used in determining
         deferred policy acquisition costs, valuation allowances for mortgage
         loans on real estate and real estate investments and the liability for
         future policy benefits and claims. Although some variability is
         inherent in these estimates, management believes the amounts provided
         are adequate.

         (a)  Consolidation Policy
              --------------------

              The consolidated financial statements include the accounts of NLIC
              and its wholly owned subsidiaries. Subsidiaries that are
              classified and reported as discontinued operations are not
              consolidated but rather are reported as "Investment in
              Subsidiaries Classified as Discontinued Operations" in the
              accompanying consolidated balance sheets and "Income for
              Discontinued Operations" in the accompanying consolidated
              statements of income. All significant intercompany balances and
              transactions have been eliminated.

         (b)  Valuation of Investments and Related Gains and Losses
              -----------------------------------------------------

              The Company is required to classify its fixed maturity securities
              and equity securities as either held-to-maturity,
              available-for-sale or trading. Fixed maturity securities are
              classified as held-to-maturity when the Company has the positive
              intent and ability to hold the securities to maturity and are
              stated at amortized cost. Fixed maturity securities not classified
              as held-to-maturity and all equity securities are classified as
              available-for-sale and are stated at fair value, with the
              unrealized gains and losses, net of adjustments to deferred policy
              acquisition costs and deferred federal income tax, reported as a
              separate component of shareholder's equity. The adjustment to
              deferred policy acquisition costs represents the change in
              amortization of deferred policy acquisition costs that would have
              been required as a charge or credit to operations had such
              unrealized amounts been realized. The Company has no fixed
              maturity securities classified as held-to-maturity or trading as
              of December 31, 1996 or 1995.
<PAGE>   9
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



              Mortgage loans on real estate are carried at the unpaid principal
              balance less valuation allowances. The Company provides valuation
              allowances for impairments of mortgage loans on real estate based
              on a review by portfolio managers. The measurement of impaired
              loans is based on the present value of expected future cash flows
              discounted at the loan's effective interest rate or, as a
              practical expedient, at the fair value of the collateral, if the
              loan is collateral dependent. Loans in foreclosure and loans
              considered to be impaired are placed on non-accrual status.
              Interest received on non-accrual status mortgage loans on real
              estate are included in interest income in the period received.

              Real estate is carried at cost less accumulated depreciation and
              valuation allowances. Other long-term investments are carried on
              the equity basis, adjusted for valuation allowances. Impairment
              losses are recorded on long-lived assets used in operations when
              indicators of impairment are present and the undiscounted cash
              flows estimated to be generated by those assets are less than the
              assets' carrying amount.

              Realized gains and losses on the sale of investments are
              determined on the basis of specific security identification.
              Estimates for valuation allowances and other than temporary
              declines are included in realized gains and losses on investments.

         (c)  Revenues and Benefits
              ---------------------

              INVESTMENT PRODUCTS AND UNIVERSAL LIFE INSURANCE PRODUCTS:
              Investment products consist primarily of individual and group
              variable and fixed annuities, annuities without life contingencies
              and guaranteed investment contracts. Universal life insurance
              products include universal life insurance, variable universal life
              insurance and other interest-sensitive life insurance policies.
              Revenues for investment products and universal life insurance
              products consist of net investment income, asset fees, cost of
              insurance, policy administration and surrender charges that have
              been earned and assessed against policy account balances during
              the period. Policy benefits and claims that are charged to expense
              include interest credited to policy account balances and benefits
              and claims incurred in the period in excess of related policy
              account balances.

              TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
              products include those products with fixed and guaranteed premiums
              and benefits and consist primarily of whole life insurance,
              limited-payment life insurance, term life insurance and certain
              annuities with life contingencies. Premiums for traditional life
              insurance products are recognized as revenue when due. Benefits
              and expenses are associated with earned premiums so as to result
              in recognition of profits over the life of the contract. This
              association is accomplished by the provision for future policy
              benefits and the deferral and amortization of policy acquisition
              costs.

              ACCIDENT AND HEALTH INSURANCE PRODUCTS: Accident and health
              insurance premiums are recognized as revenue over the terms of the
              policies. Policy claims are charged to expense in the period that
              the claims are incurred. All accident and health insurance
              business is accounted for as discontinued operations. See note 2.

         (d)  Deferred Policy Acquisition Costs
              ---------------------------------

              The costs of acquiring new business, principally commissions,
              certain expenses of the policy issue and underwriting department
              and certain variable agency expenses have been deferred. For
              investment products and universal life insurance products,
              deferred policy acquisition costs are being amortized with
              interest over the lives of the policies in relation to the present
              value of estimated future gross profits from projected interest
              margins, asset fees, cost of insurance, policy administration and
              surrender charges. For years in which gross profits are negative,
              deferred policy acquisition costs are amortized based on the
              present value of gross revenues. For traditional life products,
              these deferred policy acquisition costs are predominantly being
              amortized with interest over the premium paying period of the
              related policies in proportion to the ratio of actual annual
              premium revenue to the anticipated total premium revenue. Such
              anticipated premium revenue was estimated using the same
              assumptions as were used for computing liabilities for future
              policy benefits. Deferred policy acquisition costs are adjusted to
              reflect the impact of unrealized gains and losses on fixed
              maturity securities available-for-sale as described in note 3(b).
<PAGE>   10

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         (e)  Separate Accounts
              -----------------

              Separate Account assets and liabilities represent contractholders'
              funds which have been segregated into accounts with specific
              investment objectives. The investment income and gains or losses
              of these accounts accrue directly to the contractholders. The
              activity of the Separate Accounts is not reflected in the
              consolidated statements of income and cash flows except for the
              fees the Company receives.

         (f)  Future Policy Benefits
              ----------------------

              Future policy benefits for investment products in the accumulation
              phase, universal life insurance and variable universal life
              insurance policies have been calculated based on participants'
              contributions plus interest credited less applicable contract
              charges.

              Future policy benefits for traditional life insurance policies
              have been calculated using a net level premium method based on
              estimates of mortality, morbidity, investment yields and
              withdrawals which were used or which were being experienced at the
              time the policies were issued, rather than the assumptions
              prescribed by state regulatory authorities. See note 6.

              Future policy benefits and claims for collectively renewable
              long-term disability policies and group long-term disability
              policies are the present value of amounts not yet due on reported
              claims and an estimate of amounts to be paid on incurred but
              unreported claims. The impact of reserve discounting is not
              material. Future policy benefits and claims on other group health
              insurance policies are not discounted. All health insurance
              business is accounted for as discontinued operations. See note 2.

         (g)  Participating Business
              ----------------------

              Participating business represents approximately 52% in 1996 (54%
              in 1995 and 55% in 1994) of the Company's life insurance in force,
              78% in 1996 (79% in 1995 and 79% in 1994) of the number of life
              insurance policies in force, and 40% in 1996 (47% in 1995 and 51%
              in 1994) of life insurance premiums. The provision for
              policyholder dividends is based on current dividend scales. Future
              dividends are provided for ratably in future policy benefits based
              on dividend scales in effect at the time the policies were issued.

         (h)  Federal Income Tax
              ------------------

              The Company, with the exception of ELICW, files a consolidated
              federal income tax return with NMIC, the majority shareholder of
              Nationwide Corp. The members of the consolidated tax return group
              have a tax sharing arrangement which provides, in effect, for each
              member to bear essentially the same federal income tax liability
              as if separate tax returns were filed. Through 1994, ELICW filed a
              consolidated federal income tax return with Employers Insurance of
              Wausau A Mutual Company, an affiliate. Beginning in 1995, ELICW
              files a separate federal income tax return.

              The Company utilizes the asset and liability method of accounting
              for income tax. Under this method, deferred tax assets and
              liabilities are recognized for the future tax consequences
              attributable to differences between the financial statement
              carrying amounts of existing assets and liabilities and their
              respective tax bases and operating loss and tax credit
              carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
              years in which those temporary differences are expected to be
              recovered or settled. Under this method, the effect on deferred
              tax assets and liabilities of a change in tax rates is recognized
              in income in the period that includes the enactment date.
              Valuation allowances are established when necessary to reduce the
              deferred tax assets to the amounts expected to be realized.
<PAGE>   11
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         (i)  Reinsurance Ceded
              -----------------
  
              Reinsurance premiums ceded and reinsurance recoveries on benefits
              and claims incurred are deducted from the respective income and
              expense accounts. Assets and liabilities related to reinsurance
              ceded are reported on a gross basis. All of the Company's accident
              and health and group life insurance business is ceded to
              affiliates and is accounted for as discontinued operations. See
              notes 2 and 13.

         (j)  Reclassification
              ----------------

              Certain items in the 1995 and 1994 consolidated financial
              statements have been reclassified to conform to the 1996
              presentation.


(4)      Change in Accounting Principle
         ------------------------------

         Effective January 1, 1994, the Company changed its method of accounting
         for certain investments in debt and equity securities in connection
         with the issuance of STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
         NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
         SECURITIES. As of January 1, 1994, the Company classified fixed
         maturity securities with amortized cost and fair value of $6,299,665
         and $6,721,714, respectively, as available-for-sale and recorded the
         securities at fair value. Previously, these securities were recorded at
         amortized cost. The effect as of January 1, 1994 has been recorded as a
         direct credit to shareholder's equity as follows:
<TABLE>
<CAPTION>

             <S>                                                                     <C>    
             Excess of fair value over amortized cost of fixed maturity
                securities available-for-sale                                         $ 422,049
             Adjustment to deferred policy acquisition costs                            (95,044)
             Deferred federal income tax                                               (114,452)
                                                                                    --------------
                                                                                      $ 212,553
                                                                                    ==============
</TABLE>


(5)      Investments
         -----------

         The amortized cost and estimated fair value of securities
         available-for-sale were as follows as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                                     Gross         Gross
                                                                    Amortized     unrealized    unrealized     Estimated
                                                                      cost           gains        losses       fair value
                                                                  ------------    ----------    -----------    -----------  
<S>                                                                <C>             <C>          <C>            <C>    
             1996:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of
                   U.S. government corporations and agencies       $   275,696         4,795        (1,340)        279,151
                 Obligations of states and political subdivisions        6,242           450            (2)          6,690
                 Debt securities issued by foreign governments         100,656         2,141          (857)        101,940
                 Corporate securities                                7,999,310       285,946       (33,686)      8,251,570
                 Mortgage-backed securities                          3,588,974        91,438       (15,124)      3,665,288
                                                                   ------------    ----------   ------------   ------------ 
                     Total fixed maturity securities                11,970,878       384,770       (51,009)     12,304,639
               Equity securities                                        43,890        15,571          (330)         59,131
                                                                   ------------    ----------   ------------   ------------ 
                                                                   $12,014,768       400,341       (51,339)     12,363,770
                                                                   ============    ==========   ============   ============ 
</TABLE>
<PAGE>   12
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         The amortized cost and estimated fair value of securities
         available-for-sale were as follows as of December 31, 1995:
<TABLE>
<CAPTION>

                                                                                     Gross         Gross
                                                                    Amortized     unrealized    unrealized     Estimated
                                                                      cost           gains        losses       fair value
                                                                   ------------    ----------   -----------  ---------------
<S>                                                                <C>                <C>              <C>         <C>    
             1995:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of 
                   U.S. government corporations and agencies       $   310,186        12,764           (1)         322,949
                 Obligations of states and political subdivisions        8,655         1,205           (1)           9,859
                 Debt securities issued by foreign governments         101,414         4,387          (66)         105,735
                 Corporate securities                                7,888,440       473,681      (25,742)       8,336,379
                 Mortgage-backed securities                          3,553,861       165,169       (8,388)       3,710,642
                                                                   ------------    ----------   -----------  ---------------
                     Total fixed maturity securities                11,862,556       657,206      (34,198)      12,485,564
               Equity securities                                        23,617         6,382          (46)          29,953
                                                                   ------------    ----------   -----------  ---------------
                                                                   $11,886,173       663,588      (34,244)      12,515,517
                                                                   ============    ==========   ===========  ===============
</TABLE>


         The amortized cost and estimated fair value of fixed maturity
         securities available-for-sale as of December 31, 1996, by contractual
         maturity, are shown below. Expected maturities will differ from
         contractual maturities because borrowers may have the right to call or
         prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                              
                                                                                   Amortized        Estimated
                                                                                      cost          fair value
                                                                                ---------------   --------------
                                                                                
<S>                                                                             <C>                    <C>                 
             Fixed maturity securities available-for-sale:
                Due in one year or less                                         $     440,235          444,214
                Due after one year through five years                               3,937,010        4,053,152
                Due after five years through ten years                              2,809,813        2,871,806
                Due after ten years                                                 1,194,846        1,270,179
                                                                                ---------------   --------------
                                                                                    8,381,904        8,639,351

             Mortgage-backed securities                                             3,588,974        3,665,288
                                                                                ---------------   --------------
                                                                                  $11,970,878       12,304,639
                                                                                ===============   ==============
</TABLE>


         The components of unrealized gains on securities available-for-sale,
         net, were as follows as of December 31:
<TABLE>
<CAPTION>

                                                                                   1996            1995
                                                                              ---------------  --------------

             <S>                                                                  <C>              <C>    
             Gross unrealized gains                                               $349,002         629,344
             Adjustment to deferred policy acquisition costs                       (81,939)       (138,914)
             Deferred federal income tax                                           (93,471)       (171,649)
                                                                              ---------------  --------------
                                                                                   173,592         318,781

             Unrealized gains on securities available-for-sale, net, of
                subsidiaries classified as discontinued operations (note 2)              -          65,523
                                                                              ---------------  --------------
                                                                                  $173,592         384,304
                                                                              ===============  ==============
</TABLE>
<PAGE>   13
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         An analysis of the change in gross unrealized gains (losses) on
         securities available-for-sale and fixed maturity securities
         held-to-maturity follows for the years ended December 31:
<TABLE>
<CAPTION>

                                                                          1996             1995            1994
                                                                     ---------------   -------------  --------------
             <S>                                                     <C>               <C>            <C>    
             Securities available-for-sale:
                Fixed maturity securities                               $(289,247)         876,332       (675,373)
                Equity securities                                           8,905              (26)        (1,927)
             Fixed maturity securities held-to-maturity                         -           75,626       (398,183)
                                                                     ---------------   -------------  --------------
                                                                        $(280,342)         951,932     (1,075,483)
                                                                     ===============   =============  ==============
</TABLE>

         Proceeds from the sale of securities available-for-sale during 1996,
         1995 and 1994 were $299,558, $107,345 and $228,308, respectively.
         During 1996, gross gains of $6,606 ($4,838 and $3,045 in 1995 and 1994,
         respectively) and gross losses of $6,925 ($2,147 and $21,280 in 1995
         and 1994, respectively) were realized on those sales.

         During 1995, the Company transferred fixed maturity securities
         classified as held-to-maturity with amortized cost of $25,429 to
         available-for-sale securities due to evidence of a significant
         deterioration in the issuer's creditworthiness. The transfer of those
         fixed maturity securities resulted in a gross unrealized loss of
         $3,535.

         As permitted by the Financial Accounting Standards Board's Special
         Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR
         CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued in November
         1995 the Company transferred all of its fixed maturity securities
         previously classified as held-to-maturity to available-for-sale. As of
         December 14, 1995, the date of transfer, the fixed maturity securities
         had amortized cost of $3,320,093, resulting in a gross unrealized gain
         of $155,940.

         Investments that were non-income producing for the twelve month period
         preceding December 31, 1996 amounted to $26,805 ($27,712 in 1995) and
         consisted of $248 ($6,982 in 1995) in fixed maturity securities,
         $20,633 ($14,740 in 1995) in real estate and $5,924 ($5,990 in 1995) in
         other long-term investments.

         Real estate is presented at cost less accumulated depreciation of
         $30,338 as of December 31, 1996 ($30,482 as of December 31, 1995) and
         valuation allowances of $15,219 as of December 31, 1996 ($25,819 as of
         December 31, 1995).

         The recorded investment of mortgage loans on real estate considered to
         be impaired (under SFAS NO. 114 - ACCOUNTING BY CREDITORS FOR
         IMPAIRMENT OF A LOAN as amended by SFAS NO. 118 - ACCOUNTING BY
         CREDITORS FOR IMPAIRMENT OF A LOAN-INCOME RECOGNITION AND DISCLOSURE)
         as of December 31, 1996 was $51,765 ($44,409 as of December 31, 1995),
         which includes $41,663 ($23,975 as of December 31, 1995) of impaired
         mortgage loans on real estate for which the related valuation allowance
         was $8,485 ($5,276 as of December 31, 1995) and $10,102 ($20,434 as of
         December 31, 1995) of impaired mortgage loans on real estate for which
         there was no valuation allowance. During 1996, the average recorded
         investment in impaired mortgage loans on real estate was approximately
         $39,674 ($22,181 in 1995) and interest income recognized on those loans
         was $2,103 ($387 in 1995), which is equal to interest income recognized
         using a cash-basis method of income recognition.

         Activity in the valuation allowance account for mortgage loans on real
         estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>

                                                                                   1996           1995
                                                                               -------------  --------------

<S>                                                                                <C>             <C>   
             Allowance, beginning of year                                          $49,128         46,381
                  Additions charged to operations                                    4,497          7,433
                  Direct write-downs charged against the allowance                  (2,587)        (4,686)
                                                                               -------------  -------------  
             Allowance, end of year                                                $51,038         49,128
                                                                               =============  ==============
</TABLE>
<PAGE>   14

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         An analysis of investment income by investment type follows for the
         years ended December 31:
<TABLE>
<CAPTION>

                                                                          1996             1995           1994
                                                                     ---------------   -------------  ------------
        <S>                                                           <C>              <C>            <C>          
             Gross investment income:
                 Securities available-for-sale:
                   Fixed maturity securities                          $   917,135          685,787        647,927
                   Equity securities                                        1,291            1,330            509
                 Fixed maturity securities held-to-maturity                     -          201,808        185,938
                 Mortgage loans on real estate                            432,815          395,478        372,734
                 Real estate                                               44,332           38,344         40,170
                 Short-term investments                                     4,155           10,576          6,141
                 Other                                                      3,998            7,239          2,121
                                                                     ---------------   -------------  --------------
                       Total investment income                          1,403,726        1,340,562      1,255,540
             Less investment expenses                                      45,967           46,529         44,729
                                                                     ---------------   -------------  ---------------  
                       Net investment income                           $1,357,759        1,294,033      1,210,811
                                                                     ===============   =============  ==============
</TABLE>

         An analysis of realized gains (losses) on investments, net of valuation
         allowances, by investment type follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                                        1996          1995          1994
                                                                     ------------  ------------  ------------
        <S>                                                          <C>           <C>           <C>    
             Securities available-for-sale:
                Fixed maturity securities                              $(3,462)        4,213        (7,296)
                Equity securities                                        3,143         3,386         1,422
             Mortgage loans on real estate                              (4,115)       (7,091)      (20,446)
             Real estate and other                                       4,108        (2,232)        9,793
                                                                     ------------  ------------  ------------ 
                                                                      $   (326)       (1,724)      (16,527)
                                                                     ============  ============  ============
</TABLE>

         Fixed maturity securities with an amortized cost of $6,161 and $5,592
         as of December 31, 1996 and 1995, respectively, were on deposit with
         various regulatory agencies as required by law.

(6)      Future Policy Benefits and Claims
         ---------------------------------

         The liability for future policy benefits for investment contracts
         represents approximately 87% and 87% of the total liability for future
         policy benefits as of December 31, 1996 and 1995, respectively. The
         average interest rate credited on investment product policies was
         approximately 6.3%, 6.6% and 6.5% for the years ended December 31,
         1996, 1995 and 1994, respectively.

         The liability for future policy benefits for traditional life insurance
         policies has been established based upon the following assumptions:

              Interest rates:  Interest rates vary as follows:
              --------------
<TABLE>
<CAPTION>

                   Year of issue                Interest rates
                   -----------------   ----------------------------------------

                   <S>                <C>                
                   1996                6.6%, not graded
                   1984-1995           6.0% to 10.5%, not graded
                   1966-1983           6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%
                   1965 and prior      generally lower than post 1965 issues

</TABLE>
<PAGE>   15
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


              WITHDRAWALS: Rates, which vary by issue age, type of coverage
              and policy duration, are based on Company experience.

              MORTALITY: Mortality and morbidity rates are based on
              published tables, modified for the Company's actual
              experience.

         The Company has entered into a reinsurance contract to cede a portion
         of its general account individual annuity business to The Franklin Life
         Insurance Company (Franklin). Total recoveries due from Franklin were
         $240,451 and $245,255 as of December 31, 1996 and 1995, respectively.
         The contract is immaterial to the Company's results of operations. The
         ceding of risk does not discharge the original insurer from its primary
         obligation to the policyholder. Under the terms of the contract,
         Franklin has established a trust as collateral for the recoveries. The
         trust assets are invested in investment grade securities, the market
         value of which must at all times be greater than or equal to 102% of
         the reinsured reserves.

         The Company has reinsurance agreements with certain affiliates as
         described in note 13. All other reinsurance agreements are not material
         to either premiums or reinsurance recoverables.

(7)      Federal Income Tax
         -------------------

         The tax effects of temporary differences that give rise to significant
         components of the net deferred tax liability as of December 31, 1996
         and 1995 are as follows:
<TABLE>
<CAPTION>

                                                                              1996               1995
                                                                        -----------------   ---------------
            <S>                                                         <C>                 <C>    
             Deferred tax assets:
                Future policy benefits                                        $175,571            149,192
                Liabilities in Separate Accounts                               188,426            129,120
                Mortgage loans on real estate and real estate                   23,366             25,165
                Other policyholder funds                                         7,407              7,424
                Other assets and other liabilities                              53,757             41,847
                                                                        -----------------   ---------------
                  Total gross deferred tax assets                              448,527            352,748
                  Less valuation allowances                                     (7,000)            (7,000)
                                                                        -----------------   ---------------
                  Net deferred tax assets                                      441,527            345,748
                                                                        =================   ===============

             Deferred tax liabilities:
                Deferred policy acquisition costs                              399,345            299,579
                Fixed maturity securities                                      133,210            227,345
                Deferred tax on realized investment gains                       37,597             40,634
                Equity securities and other long-term investments                8,210              3,780
                Other                                                           25,377             21,037
                                                                        -----------------   ---------------
                  Total gross deferred tax liabilities                         603,739            592,375
                                                                        -----------------   ---------------
                                                                              $162,212            246,627
                                                                        =================   ===============
</TABLE>

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion of the
         total gross deferred tax assets will not be realized. Nearly all future
         deductible amounts can be offset by future taxable amounts or recovery
         of federal income tax paid within the statutory carryback period. There
         has been no change in the valuation allowance for the years ended
         December 31, 1996, 1995 and 1994.
<PAGE>   16

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         Total federal income tax expense for the years ended December 31, 1996,
         1995 and 1994 differs from the amount computed by applying the U.S.
         federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>

                                                                1996                    1995                    1994
                                                   ----------------------   ----------------------   ----------------------
                                                      Amount        %          Amount        %          Amount        %
                                                   ----------------------   ----------------------   ----------------------

             <S>                                      <C>          <C>         <C>          <C>          <C>         <C> 
             Computed (expected) tax expense          $110,424     35.0        $100,650     35.0         $84,650     35.0
             Tax exempt interest and dividends
                received deduction                        (212)    (0.1)            (18)    (0.0)           (130)    (0.1)
             Other, net                                    677      0.3            (824)    (0.3)         (5,931)    (2.5)
                                                   ------------  --------   ------------- --------   ------------- --------
               Total (effective rate of each year)    $110,889     35.2       $  99,808     34.7         $78,589     32.5
                                                   ============  ========   ============= ========   ============= ========
</TABLE>

         Total federal  income tax paid was $115,839,  $51,840 and $83,239  
         during the years ended  December 31, 1996,  1995 and 1994, 
         respectively.


 (8)     Disclosures about Fair Value of Financial Instruments
         -----------------------------------------------------

         SFAS NO. 107 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
         (SFAS 107) requires disclosure of fair value information about existing
         on and off-balance sheet financial instruments. SFAS 107 defines the
         fair value of a financial instrument as the amount at which the
         financial instrument could be exchanged in a current transaction
         between willing parties. In cases where quoted market prices are not
         available, fair value is based on estimates using present value or
         other valuation techniques.

         These techniques are significantly affected by the assumptions used,
         including the discount rate and estimates of future cash flows.
         Although fair value estimates are calculated using assumptions that
         management believes are appropriate, changes in assumptions could cause
         these estimates to vary materially. In that regard, the derived fair
         value estimates cannot be substantiated by comparison to independent
         markets and, in many cases, could not be realized in the immediate
         settlement of the instruments. SFAS 107 excludes certain assets and
         liabilities from its disclosure requirements. Accordingly, the
         aggregate fair value amounts presented do not represent the underlying
         value of the Company.

         Although insurance contracts, other than policies such as annuities
         that are classified as investment contracts, are specifically exempted
         from SFAS 107 disclosures, estimated fair value of policy reserves on
         life insurance contracts is provided to make the fair value disclosures
         more meaningful.

         The tax ramifications of the related unrealized gains and losses can
         have a significant effect on fair value estimates and have not been
         considered in the estimates.

         The following methods and assumptions were used by the Company in
         estimating its fair value disclosures:

              CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS: The carrying amount
              reported in the consolidated balance sheets for these instruments
              approximates their fair value.

              FIXED MATURITY AND EQUITY SECURITIES: Fair value for fixed
              maturity securities is based on quoted market prices, where
              available. For fixed maturity securities not actively traded, fair
              value is estimated using values obtained from independent pricing
              services or, in the case of private placements, is estimated by
              discounting expected future cash flows using a current market rate
              applicable to the yield, credit quality and maturity of the
              investments. The fair value for equity securities is based on
              quoted market prices.

              SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
              held in Separate Accounts is based on quoted market prices. The
              fair value of liabilities related to Separate Accounts is the
              amount payable on demand, which includes certain surrender
              charges.
<PAGE>   17
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


              MORTGAGE LOANS ON REAL ESTATE: The fair value for mortgage loans
              on real estate is estimated using discounted cash flow analyses,
              using interest rates currently being offered for similar loans to
              borrowers with similar credit ratings. Loans with similar
              characteristics are aggregated for purposes of the calculations.
              Fair value for mortgages in default is the estimated fair value of
              the underlying collateral.

              INVESTMENT CONTRACTS: Fair value for the Company's liabilities
              under investment type contracts is disclosed using two methods.
              For investment contracts without defined maturities, fair value is
              the amount payable on demand. For investment contracts with known
              or determined maturities, fair value is estimated using discounted
              cash flow analyses. Interest rates used are similar to currently
              offered contracts with maturities consistent with those remaining
              for the contracts being valued.

              POLICY RESERVES ON LIFE INSURANCE CONTRACTS: Included are
              disclosures for individual life insurance, universal life
              insurance and supplementary contracts with life contingencies for
              which the estimated fair value is the amount payable on demand.
              Also included are disclosures for the Company's limited payment
              policies, which the Company has used discounted cash flow analyses
              similar to those used for investment contracts with known
              maturities to estimate fair value.

              POLICYHOLDERS' DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER
              FUNDS: The carrying amount reported in the consolidated balance
              sheets for these instruments approximates their fair value.

              COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit have
              nominal fair value because of the short-term nature of such
              commitments. See note 9.

           Carrying amount and estimated fair value of financial instruments
           subject to SFAS 107 and policy reserves on life insurance contracts
           were as follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                                           1996                            1995
                                                             ------------------------------   -------------------------------
                                                                Carrying      Estimated          Carrying       Estimated
                                                                 amount       fair value          amount        fair value
                                                             ------------------------------   --------------- ---------------
               <S>                                             <C>             <C>               <C>             <C>       
               Assets
               ------
               Investments:
                  Securities available-for-sale:
                     Fixed maturity securities                 $12,304,639     12,304,639        12,485,564      12,485,564
                     Equity securities                              59,131         59,131            29,953          29,953
                  Mortgage loans on real estate, net             5,272,119      5,397,865         4,602,764       4,961,655
                  Policy loans                                     371,816        371,816           336,356         336,356
                  Short-term investments                             4,789          4,789            32,792          32,792
               Cash                                                 43,784         43,784             9,455           9,455
               Assets held in Separate Accounts                 26,926,702     26,926,702        18,591,108      18,591,108

               Liabilities
               -----------
               Investment contracts                             13,914,441     13,484,526        13,229,360      12,876,798
               Policy reserves on life insurance contracts       2,971,337      2,775,991         2,836,323       2,733,486
               Policyholders' dividend accumulations               361,401        361,401           348,027         348,027
               Other policyholder funds                             60,073         60,073            65,297          65,297
               Liabilities related to Separate Accounts         26,926,702     26,164,213        18,591,108      18,052,362
</TABLE>

(9)      Additional Financial Instruments Disclosures
         --------------------------------------------
         
         FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
         party to financial instruments with off-balance-sheet risk in the
         normal course of business through management of its investment
         portfolio. These financial instruments include commitments to extend
         credit in the form of loans. These instruments involve, to varying
         degrees, elements of credit risk in excess of amounts recognized on the
         consolidated balance sheets.
<PAGE>   18
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         Commitments to fund fixed rate mortgage loans on real estate are
         agreements to lend to a borrower, and are subject to conditions
         established in the contract. Commitments generally have fixed
         expiration dates or other termination clauses and may require payment
         of a deposit. Commitments extended by the Company are based on
         management's case-by-case credit evaluation of the borrower and the
         borrower's loan collateral. The underlying mortgage property represents
         the collateral if the commitment is funded. The Company's policy for
         new mortgage loans on real estate is to lend no more than 75% of
         collateral value. Should the commitment be funded, the Company's
         exposure to credit loss in the event of nonperformance by the borrower
         is represented by the contractual amounts of these commitments less the
         net realizable value of the collateral. The contractual amounts also
         represent the cash requirements for all unfunded commitments.
         Commitments on mortgage loans on real estate of $327,456 extending into
         1997 were outstanding as of December 31, 1996.

         SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
         commercial mortgage loans on real estate to customers throughout the
         United States. The Company has a diversified portfolio with no more
         than 21% (20% in 1995) in any geographic area and no more than 2% (2%
         in 1995) with any one borrower as of December 31, 1996.

         The Company had a significant reinsurance recoverable balance from one
         reinsurer as of December 31, 1996 and 1995. See note 6.

         The summary below depicts loans by remaining principal balance as of
         December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                                                             Apartment
                                                Office       Warehouse         Retail         & other           Total
                                              ------------  -------------   -------------   -------------   --------------
              <S>                              <C>             <C>             <C>             <C>            <C>                 
               1996:
                 East North Central             $139,518        119,069         549,064         215,038        1,022,689
                 East South Central               33,267         22,252         172,968          90,623          319,110
                 Mountain                         17,972         43,027         113,292          73,390          247,681
                 Middle Atlantic                 129,077         54,046         160,833          18,498          362,454
                 New England                      33,348         43,581         161,960               -          238,889
                 Pacific                         202,562        325,046         424,295         110,108        1,062,011
                 South Atlantic                  103,889        134,492         482,934         385,185        1,106,500
                 West North Central              126,467          2,441          75,180          40,529          244,617
                 West South Central              104,877        120,314         197,090         304,256          726,537
                                              -------------   -------------   -------------   --------------  ------------
                                                $890,977        864,268       2,337,616       1,237,627        5,330,488
                                              ============  =============   =============   =============
                    Less valuation allowances and unamortized discount                                            58,369
                                                                                                            --------------
                         Total mortgage loans on real estate, net                                             $5,272,119
                                                                                                            ==============
</TABLE>

<TABLE>
<CAPTION>

                 <S>                          <C>             <C>             <C>             <C>              <C>    
               1995:
                 East North Central             $138,965        101,925         514,995         175,213          931,098
                 East South Central               21,329         13,053         180,858          82,383          297,623
                 Mountain                              -         17,219         138,220          45,274          200,713
                 Middle Atlantic                 116,187         64,813         158,252          10,793          350,045
                 New England                       9,559         39,525         148,449               1          197,534
                 Pacific                         183,206        233,186         374,915         105,419          896,726
                 South Atlantic                  106,246         73,541         446,800         278,265          904,852
                 West North Central              133,899         14,205          78,065          36,651          262,820
                 West South Central               69,140         92,594         190,299         267,268          619,301
                                              ------------  ------------    -------------   -------------   --------------
                                                $778,531        650,061       2,230,853       1,001,267        4,660,712
                                              ============  =============   =============   =============
                    Less valuation allowances and unamortized discount                                            57,948
                                                                                                            --------------
                         Total mortgage loans on real estate, net                                             $4,602,764
                                                                                                            ==============
</TABLE>
<PAGE>   19
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(10)     Pension Plan
         ------------

         The Company is a participant, together with other affiliated companies,
         in a pension plan covering all employees who have completed at least
         one thousand hours of service within a twelve-month period and who have
         met certain age requirements. Benefits are based upon the highest
         average annual salary of a specified number of consecutive years of the
         last ten years of service. The Company funds pension costs accrued for
         direct employees plus an allocation of pension costs accrued for
         employees of affiliates whose work efforts benefit the Company.

         Effective January 1, 1995, the plan was amended to provide enhanced
         benefits for participants who met certain eligibility requirements and
         elected early retirement no later than March 15, 1995. The entire cost
         of the enhanced benefit was borne by NMIC and certain of its property
         and casualty insurance company affiliates.

         Effective December 31, 1995, the Nationwide Insurance Companies and
         Affiliates Retirement Plan was merged with the Farmland Mutual
         Insurance Company Employees' Retirement Plan and the Wausau Insurance
         Companies Pension Plan to form the Nationwide Insurance Enterprise
         Retirement Plan. Immediately prior to the merger, the plans were
         amended to provide consistent benefits for service after January 1,
         1996. These amendments had no significant impact on the accumulated
         benefit obligation or projected benefit obligation as of December 31,
         1995.

         Pension costs charged to operations by the Company during the years
         ended December 31, 1996, 1995 and 1994 were $7,381, $10,478 and
         $10,063, respectively.

         The Company's net accrued pension expense as of December 31, 1996 and
         1995 was $1,075 and $1,392, respectively.

         The net periodic pension cost for the Nationwide Insurance Enterprise
         Retirement Plan as a whole for the year ended December 31, 1996 and for
         the Nationwide Insurance Companies and Affiliates Retirement Plan as a
         whole for the years ended December 31, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                                                        1996             1995              1994
                                                                   ---------------  ---------------   ---------------

              <S>                                                    <C>                  <C>               <C>   
              Service cost (benefits earned during the period)       $   75,466           64,524            64,740
              Interest cost on projected benefit obligation             105,511           95,283            73,951
              Actual return on plan assets                             (210,583)        (249,294)          (21,495)
              Net amortization and deferral                             101,795          143,353           (62,150)
                                                                   ---------------  ---------------   ---------------
                                                                     $   72,189           53,866            55,046
                                                                   ===============  ===============   ===============
</TABLE>


         Basis for measurements, net periodic pension cost:

<TABLE>
<CAPTION>
                                                                        1996             1995              1994
                                                                   ---------------  ---------------   ---------------

              <S>                                                   <C>              <C>               <C>  
              Weighted average discount rate                           6.00%            7.50%             5.75%
              Rate of increase in future compensation levels           4.25%            6.25%             4.50%
              Expected long-term rate of return on plan assets         6.75%            8.75%             7.00%
</TABLE>
<PAGE>   20
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         Information regarding the funded status of the Nationwide Insurance
         Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
         follows:
<TABLE>
<CAPTION>

                                                                                1996              1995
                                                                           ---------------   ---------------
              <S>                                                          <C>               <C>      
              Accumulated benefit obligation:
                 Vested                                                      $1,338,554         1,236,730
                 Nonvested                                                       11,149            26,503
                                                                           ---------------   ---------------
                                                                             $1,349,703         1,263,233
                                                                           ===============   ===============

              Net accrued pension expense:
                 Projected benefit obligation for services rendered to       
                    date                                                     $1,847,828         1,780,616
                 Plan assets at fair value                                    1,947,933         1,738,004
                                                                           ---------------   ---------------
                    Plan assets in excess of (less than) projected benefit
                       obligation                                               100,105           (42,612)
                 Unrecognized prior service cost                                 37,870            42,845
                 Unrecognized net gains                                        (201,952)          (63,130)
                 Unrecognized net asset at transition                            37,158            41,305
                                                                           ---------------   ---------------
                                                                            $   (26,819)          (21,592)
                                                                           ===============   ===============
</TABLE>

         Basis for measurements, funded status of plan:

<TABLE>
<CAPTION>
                                                                                1996              1995
                                                                           ---------------   ---------------

              <S>                                                              <C>               <C>  
              Weighted average discount rate                                   6.50%             6.00%
              Rate of increase in future compensation levels                   4.75%             4.25%
</TABLE>

         Assets of the Nationwide Insurance Enterprise Retirement Plan are
         invested in group annuity contracts of NLIC and ELICW.

(11)     Postretirement Benefits Other Than Pensions
         -------------------------------------------

         In addition to the defined benefit pension plan, the Company, together
         with other affiliated companies, participates in life and health care
         defined benefit plans for qualifying retirees. Postretirement life and
         health care benefits are contributory and generally available to full
         time employees who have attained age 55 and have accumulated 15 years
         of service with the Company after reaching age 40. Postretirement
         health care benefit contributions are adjusted annually and contain
         cost-sharing features such as deductibles and coinsurance. In addition,
         there are caps on the Company's portion of the per-participant cost of
         the postretirement health care benefits. These caps can increase
         annually, but not more than three percent. The Company's policy is to
         fund the cost of health care benefits in amounts determined at the
         discretion of management. Plan assets are invested primarily in group
         annuity contracts of NLIC.

         The Company elected to immediately recognize its estimated accumulated
         postretirement benefit obligation; however, certain affiliated
         companies elected to amortize their initial transition obligation over
         periods ranging from 10 to 20 years.

         The Company's accrued postretirement benefit expense as of December 31,
         1996 and 1995 was $34,884 and $33,537, respectively, and the net
         periodic postretirement benefit cost (NPPBC) for 1996, 1995 and 1994
         was $3,286, $3,132 and $4,284, respectively.
<PAGE>   21
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         The amount of NPPBC for the plan as a whole for the years ended
         December 31, 1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>

                                                                                        1996          1995          1994
                                                                                     -----------   -----------   -----------

            <S>                                                                       <C>              <C>           <C>  
             Service cost (benefits attributed to employee service during the year)   $  6,541         6,235         8,586
             Interest cost on accumulated postretirement benefit obligation             13,679        14,151        14,011
             Actual return on plan assets                                               (4,348)       (2,657)       (1,622)
             Amortization of unrecognized transition obligation of affiliates              173         2,966           568
             Net amortization and deferral                                               1,830        (1,619)        1,622
                                                                                     -----------   -----------   -----------
                                                                                       $17,875        19,076        23,165
                                                                                     ===========   ===========   ===========
</TABLE>

         Information regarding the funded status of the plan as a whole as of
         December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>

                                                                                             1996              1995
                                                                                        ---------------   ---------------
             <S>                                                                          <C>                   <C>   
             Accrued postretirement benefit expense:
                Retirees                                                                  $   92,954            88,680
                Fully eligible, active plan participants                                      23,749            28,793
                Other active plan participants                                                83,986            90,375
                                                                                        ---------------   ---------------
                   Accumulated postretirement benefit obligation (APBO)                      200,689           207,848
                Plan assets at fair value                                                     63,044            54,325
                                                                                        ---------------   ---------------
                   Plan assets less than accumulated postretirement benefit obligation      (137,645)         (153,523)
                Unrecognized transition obligation of affiliates                               1,654             1,827
                Unrecognized net gains                                                       (23,225)           (1,038)
                                                                                        ---------------   ---------------
                                                                                           $(159,216)         (152,734)
                                                                                        ===============   ===============
</TABLE>

         Actuarial  assumptions  used for the  measurement  of the APBO as of 
         December 31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were 
         as follows:

<TABLE>
<CAPTION>
                                                      1996          1996         1995         1995         1994
                                                      APBO         NPPBC         APBO        NPPBC         NPPBC
                                                   ------------  -----------  -----------  -----------  ------------
             <S>                                     <C>           <C>          <C>          <C>          <C>  

             Discount rate                            7.25%         6.65%        6.75%        8.00%        7.00%
             Long-term rate of return on plan
                 assets, net of tax                     -           4.80%         -           8.00%         N/A
             Assumed health care cost trend rate:
                 Initial rate                        11.00%        11.00%       11.00%       10.00%       12.00%
                 Ultimate rate                        6.00%         6.00%        6.00%        6.00%        6.00%
                 Uniform declining period           12 Years      12 Years     12 Years     12 Years     12 Years
</TABLE>


         The health care cost trend rate assumption has an effect on the amounts
         reported. For the plan as a whole, a one percentage point increase in
         the assumed health care cost trend rate would increase the APBO as of
         December 31, 1996 by $701 and the NPPBC for the year ended December 31,
         1996 by $83.

(12)     Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings 
         and Dividend Restrictions
         ---------------------------------------------------------------------

         Each insurance company's state of domicile imposes minimum risk-based
         capital requirements that were developed by the NAIC. The formulas for
         determining the amount of risk-based capital specify various weighting
         factors that are applied to financial balances or various levels of
         activity based on the perceived degree of risk. Regulatory compliance
         is determined by a ratio of the company's regulatory total adjusted
         capital, as defined by the NAIC, to its authorized control level
         risk-based capital, as defined by the NAIC. Companies below specific
         trigger points or ratios are classified within certain levels, each of
         which requires specified corrective action. NLIC and each of its
         insurance company subsidiaries exceed the minimum risk-based capital
         requirements.
<PAGE>   22
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         The statutory capital shares and surplus of NLIC as of December 31,
         1996, 1995 and 1994 was $1,000,647, $1,363,031 and $1,262,861,
         respectively. The statutory net income of NLIC for the years ended
         December 31, 1996, 1995 and 1994 was $73,218, $86,529 and $76,532,
         respectively.

         NLIC is limited in the amount of shareholder dividends it may pay
         without prior approval by the Department of Insurance of the State of
         Ohio (the Department). NLIC's dividend of the outstanding shares of
         common stock of certain companies which was declared on September 24,
         1996 and the anticipated $850,000 dividend (as discussed in note 1) are
         deemed extraordinary under Ohio insurance laws. As a result of such
         dividends, any dividend paid by NLIC during the 12-month period
         immediately following the $850,000 dividend would also be an
         extraordinary dividend under Ohio insurance laws. Accordingly, no such
         dividend could be paid without prior regulatory approval.

         In addition, the payment of dividends by NLIC may also be subject to
         restrictions set forth in the insurance laws of New York that limit the
         amount of statutory profits on NLIC's participating policies (measured
         before dividends to policyholders) that can inure to the benefit of the
         Company and its stockholder.

         The Company currently does not expect such regulatory requirements to
         impair its ability to pay operating expenses and stockholder dividends
         in the future.

(13)     Transactions With Affiliates
         ----------------------------

         The Company leases office space from NMIC and certain of its
         subsidiaries. For the years ended December 31, 1996, 1995 and 1994, the
         Company made lease payments to NMIC and its subsidiaries of $9,065,
         $8,986 and $8,133, respectively.

         Pursuant to a cost sharing agreement among NMIC and certain of its
         direct and indirect subsidiaries, including the Company, NMIC provides
         certain operational and administrative services, such as sales support,
         advertising, personnel and general management services, to those
         subsidiaries. Expenses covered by this agreement are subject to
         allocation among NMIC, the Company and other affiliates. Amounts
         allocated to the Company were $101,584, $107,112, and $100,601 in 1996,
         1995 and 1994, respectively. The allocations are based on techniques
         and procedures in accordance with insurance regulatory guidelines.
         Measures used to allocate expenses among companies include individual
         employee estimates of time spent, special cost studies, salary expense,
         commissions expense and other methods agreed to by the participating
         companies that are within industry guidelines and practices. The
         Company believes these allocation methods are reasonable. In addition,
         the Company does not believe that expenses recognized under the
         intercompany agreements are materially different than expenses that
         would have been recognized had the Company operated on a stand alone
         basis. Amounts payable to NMIC from the Company under the cost sharing
         agreement were $15,111 and $1,186 as of December 31, 1996 and 1995,
         respectively.

         The Company also participates in intercompany repurchase agreements
         with affiliates whereby the seller will transfer securities to the
         buyer at a stated value. Upon demand or a stated period, the securities
         will be repurchased by the seller at the original sales price plus a
         price differential. Transactions under the agreements during 1996 and
         1995 were not material. The Company believes that the terms of the
         repurchase agreements are materially consistent with what the Company
         could have obtained with unaffiliated parties.
<PAGE>   23

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         Intercompany reinsurance contracts exist between NLIC and, respectively
         NMIC and ELICW whereby all of NLIC's accident and health and group life
         insurance business is ceded on a modified coinsurance basis. NLIC
         entered into the reinsurance agreements during 1996 because the
         accident and health and group life insurance business was unrelated to
         NLIC's long-term savings and retirement products. Accordingly, the
         accident and health and group life insurance business has been
         accounted for as discontinued operations for all periods presented.
         Under modified coinsurance agreements, invested assets are retained by
         the ceding company and investment earnings are paid to the reinsurer.
         Under the terms of NLIC's agreements, the investment risk associated
         with changes in interest rates is borne by NMIC or ELICW, as the case
         may be. Risk of asset default is retained by NLIC, although a fee is
         paid by NMIC or ELICW, as the case may be, to NLIC for the NLIC's
         retention of such risk. The agreements will remain in force until all
         policy obligations are settled. However, with respect to the agreement
         between NLIC and NMIC, either party may terminate the contract on
         January 1 of any year with prior notice. The ceding of risk does not
         discharge the original insurer from its primary obligation to the
         policyholder. NLIC believes that the terms of the modified coinsurance
         agreements are consistent in all material respects with what NLIC could
         have obtained with unaffiliated parties.

         Amounts ceded to ELICW in 1996 are included in ELICW's results of
         operations for 1996 which, combined with the results of WCLIC and NCC,
         are summarized in note 2. Amounts ceded to ELICW in 1996 include
         premiums of $224,224, net investment income and other revenue of
         $14,833, and benefits, claims and other expenses of $246,641. Amounts
         ceded to NMIC in 1996 include premiums of $97,331, net investment
         income of $10,890, and benefits, claims and other expenses of $100,476.

         The Company and various affiliates entered into agreements with
         Nationwide Cash Management Company (NCMC) and California Cash
         Management Company (CCMC), both affiliates, under which NCMC and CCMC
         act as common agents in handling the purchase and sale of short-term
         securities for the respective accounts of the participants. Amounts on
         deposit with NCMC and CCMC were $4,789 and $9,654 as of December 31,
         1996 and 1995, respectively, and are included in short-term investments
         on the accompanying consolidated balance sheets.

         On April, 5 1996, Nationwide Corp. contributed all of the outstanding
         shares, with shareholder equity value of $30, of NISC to NLIC. NLIC
         contributed an additional $500 to NISC on August 30, 1996.

         On March 1, 1995, Nationwide Corp. contributed all of the outstanding
         shares of common stock of Farmland Life Insurance Company (Farmland) to
         NLIC. Farmland merged into WCLIC effective June 30, 1995. The
         contribution resulted in a direct increase to consolidated
         shareholder's equity of $46,918. As discussed in note 2, WCLIC is
         accounted for as discontinued operations.

         Effective December 31, 1994, NLIC purchased all of the outstanding
         shares of common stock of ELICW from Wausau Service Corporation (WSC)
         for $155,000. NLIC transferred fixed maturity securities and cash with
         a fair value of $155,000 to WSC on December 28, 1994, which resulted in
         a realized loss of $19,239 on the disposition of the securities. The
         purchase price approximated both the historical cost basis and fair
         value of net assets of ELICW. ELICW has and will continue to share home
         office, other facilities, equipment and common management and
         administrative services with WSC. As discussed in note 2, ELICW is
         accounted for as discontinued operations.

         Certain annuity products are sold through three affiliated companies
         which are also subsidiaries of Nationwide Corp. Total commissions and
         fees paid to these affiliates for the years ended December 31, 1996,
         1995 and 1994 were $76,922, $57,280 and $50,168, respectively.

(14)     Bank Lines of Credit
         --------------------

         In August 1996, NLIC, along with NMIC, established a $600,000 revolving
         credit facility which provides for a $600,000 loan over a five year
         term on a fully revolving basis with a group of national financial
         institutions. The credit facility provides for several and not joint
         liability with respect to any amount drawn by either NLIC or NMIC. NLIC
         and NMIC pay facility and usage fees to the financial institutions to
         maintain the revolving credit facility. All previously existing line of
         credit agreements were canceled.
<PAGE>   24
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(15)     Contingencies
         -------------

         The Company is a defendant in various lawsuits. In the opinion of
         management, the effects, if any, of such lawsuits are not expected to
         be material to the Company's financial position or results of
         operations.

(16)     Segment Information
         -------------------

         The Company has three primary segments: Variable Annuities, Fixed
         Annuities and Life Insurance. The Variable Annuities segment consists
         of annuity contracts that provide the customer with the opportunity to
         invest in mutual funds managed by the Company and independent
         investment managers, with the investment returns accumulating on a
         tax-deferred basis. The Fixed Annuities segment consists of annuity
         contracts that generate a return for the customer at a specified
         interest rate, fixed for a prescribed period, with returns accumulating
         on a tax-deferred basis. The Life Insurance segment consists of
         insurance products that provide a death benefit and may also allow the
         customer to build cash value on a tax-deferred basis. In addition, the
         Company reports corporate expenses and investments, and the related
         investment income supporting capital not specifically allocated to its
         product segments in a Corporate and Other segment. In addition, all
         realized gains and losses, investment management fees and other revenue
         earned from mutual funds, other than the portion allocated to the
         variable annuities and life insurance segments, are reported in the
         Corporate and Other segment.

         During 1996, the Company changed its reporting segments to better
         reflect the way the businesses are managed. Prior periods have been
         restated to reflect these changes.

         The following table summarizes the revenues and income from continuing
         operations before federal income tax expense for the years ended
         December 31, 1996, 1995 and 1994 and assets as of December 31, 1996,
         1995 and 1994, by business segment.
<TABLE>
<CAPTION>

                                                                              1996              1995              1994
                                                                        -----------------  ---------------   ---------------
             <S>                                                        <C>                <C>               <C>    
              Revenues:
                   Variable Annuities                                      $    284,638          189,071           132,687
                   Fixed Annuities                                            1,092,566        1,051,970           939,868
                   Life Insurance                                               435,657          409,135           383,150
                   Corporate and Other                                          179,977          148,475           143,794
                                                                        -----------------  ---------------   ---------------
                                                                           $  1,992,838        1,798,651         1,599,499
                                                                        =================  ===============   ===============

              Income from continuing operations before federal income tax
                 expense:
                   Variable Annuities                                            90,244           50,837            24,574
                   Fixed Annuities                                              135,405          137,000           138,950
                   Life Insurance                                                67,242           67,590            53,046
                   Corporate and Other                                           22,606           32,145            25,288
                                                                        -----------------  ---------------   ---------------
                                                                          $     315,497          287,572           241,858
                                                                        =================  ===============   ===============

              Assets:

                   Variable Annuities                                        25,069,725       17,333,039        11,146,465
                   Fixed Annuities                                           13,994,715       13,250,359        11,668,973
                   Life Insurance                                             3,353,286        3,027,420         2,752,283
                   Corporate and Other                                        5,348,520        4,896,815         3,678,303
                                                                        -----------------  ---------------   ---------------
                                                                            $47,766,246       38,507,633        29,246,024
                                                                        =================  ===============   ===============
</TABLE>

<PAGE>   60
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)
                          Consolidated Balance Sheets
                           (in thousands of dollars)




<TABLE>
<CAPTION>
                                                                                   (Unaudited)
                                                                                     June 30,        December 31,
                                        Assets                                         1997             1996
                                        ------                                     ------------      ------------
<S>                                                                                <C>               <C>
Investments:
   Securities available-for-sale, at fair value:
      Fixed maturity securities (cost $12,049,864 in 1997; $11,970,878 in 1996)    $ 12,319,848        12,304,639
      Equity securities (cost $55,813 in 1997; $43,890 in 1996)                          66,497            59,131
   Mortgage loans on real estate, net                                                 5,141,839         5,272,119
   Real estate, net                                                                     292,935           265,759
   Policy loans                                                                         391,432           371,816
   Other long-term investments                                                           23,336            28,668
   Short-term investments                                                               286,354             4,789
                                                                                   ------------      ------------
                                                                                     18,522,241        18,306,921
                                                                                   ------------      ------------

Cash                                                                                     86,387            43,784
Accrued investment income                                                               209,037           210,182
Deferred policy acquisition costs                                                     1,537,814         1,366,509
Investment in subsidiaries classified as discontinued operations                         -                485,707
Other assets                                                                            404,319           426,441
Assets held in Separate Accounts                                                     32,866,145        26,926,702
                                                                                   ------------      ------------
                                                                                   $ 53,625,943        47,766,246
                                                                                   ============      ============

                          Liabilities and Shareholder's Equity
                          ------------------------------------
Future policy benefits and claims                                                  $ 17,536,264        17,179,060
Policyholders' dividend accumulations                                                   366,681           361,401
Other policyholder funds                                                                 59,153            60,073
Accrued federal income tax:
   Current                                                                               44,323            30,170
   Deferred                                                                             158,769           162,212
                                                                                   ------------      ------------
                                                                                        203,092           192,382
                                                                                   ------------      ------------

Dividend payable                                                                         -                485,707
Other liabilities                                                                       375,206           423,047
Liabilities related to Separate Accounts                                             32,866,145        26,926,702
                                                                                   ------------      ------------
                                                                                     51,406,541        45,628,372
                                                                                   ------------      ------------

Shareholder's equity:
   Capital shares, $1 par value.  Authorized 5,000,000 shares, issued and
     outstanding 3,814,779 shares                                                         3,815             3,815
   Additional paid-in capital                                                           914,654           527,874
   Retained earnings                                                                  1,159,696         1,432,593
   Unrealized gains on securities available-for-sale, net                               141,237           173,592
                                                                                   ------------      ------------
                                                                                      2,219,402         2,137,874
                                                                                   ------------      ------------
                                                                                   $ 53,625,943        47,766,246
                                                                                   ============      ============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

<PAGE>   61

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)
                       Consolidated Statements of Income
                                  (Unaudited)
                           (in thousands of dollars)


<TABLE>
<CAPTION>
                                                                          Three months ended           Six months ended
                                                                               June 30,                     June 30,
                                                                       ------------------------    ------------------------
                                                                          1997          1996          1997          1996
                                                                       ----------    ----------    ----------    ----------
<S>                                                                    <C>           <C>           <C>           <C>
Revenues:
   Investment product and universal life insurance product
      policy charges                                                   $  129,658        97,955       250,107       186,558
   Traditional life insurance premiums                                     50,295        49,224       105,741       103,012
   Net investment income                                                  351,346       340,266       692,296       669,797
   Realized gains (losses) on investments                                 (11,929)        5,806         9,113         9,374
   Other income                                                            15,908         6,010        25,742        12,219
                                                                       ----------    ----------    ----------    ----------
                                                                          535,278       499,261     1,082,999       980,960
                                                                       ----------    ----------    ----------    ----------

Benefits and expenses:
   Benefits and claims                                                    297,049       285,276       593,419       575,272
   Provision for policyholders' dividends on participating policies        11,542        11,907        22,188        22,687
   Amortization of deferred policy acquisition costs                       39,594        34,865        82,988        70,994
   Other operating expenses                                                94,231        76,108       188,092       141,788
                                                                       ----------    ----------    ----------    ----------
                                                                          442,416       408,156       886,687       810,741
                                                                       ----------    ----------    ----------    ----------
          Income from continuing operations before federal income
             tax expense                                                   92,862        91,105       196,312       170,219
                                                                       ----------    ----------    ----------    ----------

Federal income tax expense:
   Current                                                                 32,477        32,592        55,231        58,617
   Deferred                                                                    10            15        13,978           640
                                                                       ----------    ----------    ----------    ----------
                                                                           32,487        32,746        69,209        59,257
                                                                       ----------    ----------    ----------    ----------

          Income from continuing operations                                60,375        58,359       127,103       110,962

Income from discontinued operations (less federal income tax
   expense of $1,470 and $3,986 in 1996)                                   -              3,100        -              7,295
                                                                       ----------    ----------    ----------    ----------

          Net income                                                    $  60,375        61,459       127,103       118,257
                                                                       ==========    ==========    ==========    ==========
</TABLE>



See accompanying notes to unaudited consolidated financial statements.

<PAGE>   62

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)
                Consolidated Statements of Shareholder's Equity
                                  (Unaudited)
                    Six Months Ended June 30, 1997 and 1996
                           (in thousands of dollars)



<TABLE>
<CAPTION>
                                                                                              gains (losses)
                                                            Additional                        on securities         Total
                                            Capital           paid-in          Retained       available-for-     shareholder's
                                            shares            capital          earnings          sale, net          equity
                                       ----------------  ----------------  ----------------  ----------------  ----------------
<S>                                    <C>               <C>              <C>               <C>               <C>
1996:
   Balance, January 1, 1996            $          3,815           657,118         1,583,275           384,304         2,628,512
   Capital of contributed subsidiary            -                      30           -                 -                      30
   Net income                                   -                 -                 118,257           -                 118,257
   Unrealized losses on securities
     available-for-sale, net                    -                 -                 -                (275,185)         (275,185)
                                       ----------------  ----------------  ----------------  ----------------  ----------------
   Balance, June 30, 1996              $          3,815           657,148         1,701,532           109,119         2,471,614
                                       ================  ================  ================  ================  ================



1997:
   Balance, January 1, 1997                       3,815           527,874         1,432,593           173,592         2,137,874
   Capital contributions                        -                 836,780           -                 -                 836,780
   Dividends to shareholder                     -                (450,000)         (400,000)          -                (850,000)
   Net income                                   -                 -                 127,103           -                 127,103
   Unrealized losses on securities
     available-for-sale, net                    -                 -                 -                 (32,355)          (32,355)
                                       ----------------  ----------------  ----------------  ----------------  ----------------
   Balance, June 30, 1997              $          3,815           914,654         1,159,696           141,237         2,219,402
                                       ================  ================  ================  ================  ================
</TABLE>



See accompanying notes to unaudited consolidated financial statements.

<PAGE>   63

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
                    Six Months Ended June 30, 1997 and 1996
                           (in thousands of dollars)


<TABLE>
<CAPTION>
                                                                                       1997              1996
                                                                                   ------------      ------------
 <S>                                                                               <C>               <C>
 Cash flows from operating activities:
   Net income                                                                      $    127,103           118,257
  Adjustments to reconcile net income to net cash provided by (used in)
        operating activities:
       Capitalization of deferred policy acquisition costs                             (235,735)         (214,486)
       Amortization of deferred policy acquisition costs                                 82,988            70,994
       Amortization and depreciation                                                      1,964             8,613
       Realized gains on investments, net                                                (9,113)           (9,374)
       Deferred federal income tax                                                       13,978            23,864
       Decrease (increase) in accrued investment income                                   1,145              (814)
       Decrease (increase) in other assets                                               21,708           (81,888)
       Increase (decrease) in policyholder account balances                              55,237           (63,997)
       Increase in policyholders' dividend accumulations                                  5,280             7,113
       Increase in accrued federal income tax payable                                    14,153             8,579
       (Decrease) increase in other liabilities                                         (47,841)           63,206
       Other, net                                                                        (2,317)           (2,344)
                                                                                   ------------      ------------
         Net cash provided by (used in) operating activities                             28,550           (72,277)
                                                                                   ------------      ------------

 Cash flows from investing activities:
   Proceeds from maturity of securities available-for-sale                              437,694           685,247
   Proceeds from sale of securities available-for-sale                                  225,855           194,207
   Proceeds from repayments of mortgage loans on real estate                            164,699           123,064
   Proceeds from sale of real estate                                                     23,214             8,163
   Proceeds from repayments of policy loans and sale of other invested assets            21,908            27,108
   Cost of securities available-for-sale acquired                                    (1,236,560)         (769,786)
   Cost of mortgage loans on real estate acquired                                      (418,593)         (486,706)
   Cost of real estate acquired                                                         (21,506)           (2,893)
   Policy loans issued and other invested assets acquired                               (37,785)          (42,936)
   Short-term investments, net                                                         (282,700)           26,109
                                                                                   ------------      ------------
       Net cash used in investing activities                                         (1,123,774)         (238,423)
                                                                                   ------------      ------------

 Cash flows from financing activities:
   Proceeds from capital contributions                                                  836,780             -
  Increase in investment product and universal life insurance product
    account balances                                                                  1,511,167         1,284,221
  Decrease in investment product and universal life insurance product
    account balances                                                                 (1,210,120)         (918,291)
                                                                                   ------------      ------------
       Net cash provided by financing activities                                      1,137,827           365,930
                                                                                   ------------      ------------

 Net increase in cash                                                                    42,603            55,230

 Cash, beginning of period                                                               43,784             9,455
                                                                                   ------------      ------------
 Cash, end of period                                                               $     86,387            64,685
                                                                                   ============      ============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

<PAGE>   64

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)
              Notes to Unaudited Consolidated Financial Statements
                         Six Months Ended June 30, 1997


(1) ORGANIZATION AND BASIS OF PRESENTATION

    Prior to January 27, 1997, Nationwide Life Insurance Company (NLIC) was a
    wholly owned subsidiary of Nationwide Corporation (Nationwide Corp.).  On
    January 27, 1997, Nationwide Corp. contributed the common stock of NLIC to
    Nationwide Financial Services, Inc. (NFS).  NFS was formed by Nationwide
    Corp. in November 1996 as a holding company for members of the Nationwide
    Insurance Enterprise that offer or distribute long-term savings and
    retirement products.  NLIC and its subsidiaries are collectively referred
    to as "the Company."

    The accompanying unaudited consolidated financial statements of the Company
    have been prepared in accordance with generally accepted accounting
    principles, which differ from statutory accounting practices prescribed or
    permitted by regulatory authorities, for interim financial information and
    with the instructions to Form 10-Q and Article 10 of Regulation S-X.
    Accordingly, they do not include all information and footnotes required by
    generally accepted accounting principles for complete financial statements.
    The financial information included herein reflects all adjustments (all of
    which are normal and recurring in nature) which are, in the opinion of
    management, necessary for a fair presentation of financial position and
    results of operations.  Operating results for all periods presented are not
    necessarily indicative of the results that may be expected for the full
    year.  All significant intercompany balances and transactions have been
    eliminated.  The accompanying unaudited consolidated financial statements
    should be read in conjunction with the audited consolidated financial
    statements and related notes for the year ended December 31, 1996 included
    in the Company's annual report on Form 10-K.


(2) DIVIDENDS AND CAPITAL CONTRIBUTIONS

    On September 24, 1996, NLIC's Board of Directors declared a dividend to
    Nationwide Corp. consisting of the common stock of certain subsidiaries
    classified as discontinued operations.  As of and during the year ended
    December 31, 1996, these previously wholly owned subsidiaries of NLIC were
    classified as discontinued operations since they do not offer or distribute
    long-term savings and retirement products.  The dividend was paid by NLIC
    on January 1, 1997.

    On February 24, 1997, NLIC paid a dividend to NFS, which made an equivalent
    dividend to Nationwide Corp., consisting of securities having an aggregate
    market value of $850.0 million.  NLIC recognized a gain of $14.4 million on
    the transfer of securities.

    On March 10, 1997 and March 11, 1997, NFS made cash capital contributions
    to NLIC totaling $836.8 million.



<PAGE>   65




                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement to Form S-6 Registration Statement comprises the
following papers and documents:

The facing sheet.

Cross-reference to items required by Form N-8B-2.

The prospectus consisting of 84 pages.

Representations and Undertakings.

The Signatures.

Accountants' Consent

The following exhibits required by Forms N-8B-2 and S-6:
<TABLE>
<S>                                         <C>
1. Power of Attorney                        Incorporated within the Resolution of
                                            the Depositor's Board of Directors. See
                                            Exhibit 2.

2. Resolution of the Depositor's            Filed previously in connection with SEC 
   Board of Directors authorizing           File No. 333-31725  and is hereby     
   the establishment of the Registrant,     incorporated by reference.
   adopted

3. Distribution Contracts                   Filed previously in connection with SEC
                                            File No. 333-27133 and is hereby
                                            incorporated herein by reference.

4. Form of Security                         Filed previously in connection with SEC
                                            File No. 333-31725 and is hereby
                                            incorporated by reference.

5. Articles of Incorporation of Depositor   Filed previously in connection with SEC
                                            File No. 333-27133 and is hereby
                                            incorporated herein by reference.

6. Application Form of Security             To be filed via Pre-Effective Amendment.

7. Opinion of Counsel                       Filed previously in connection with SEC
                                            File No. 333-31725 and is hereby
                                            incorporated by reference.
</TABLE>


                                       85


                                    88 of 90

<PAGE>   66


REPRESENTATIONS AND UNDERTAKINGS

The Registrant and the Company hereby make the following representations and
undertakings:

(a)    This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the
       Investment Company Act of 1940 (the "Act"). The Registrant and the
       Company elect to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the Act
       with respect to the Policies described in the prospectus. The Policies
       have been designed in such a way as to qualify for the exemptive relief
       from various provisions of the Act afforded by Rule 6e-3(T).

(b)    Paragraph (b) (13) (iii) (F) of Rule 6e-3(T) is being relied on for the
       deduction of the mortality and expense risk charges ("risk charges")
       assumed by the Company under the Policies. The Company represents that
       the risk charges are within the range of industry practice for comparable
       policies and reasonable in relation to all of the risks assumed by the
       issuer under the Policies. Actuarial memoranda demonstrating the
       reasonableness of these charges are maintained by the Company, and will
       be made available to the Securities and Exchange Commission (the
       "Commission") on request.

(c)    The Company has concluded that there is a reasonable likelihood that the
       distribution financing arrangement of the separate account will benefit
       the separate account and the contractholders and will keep and make
       available to the Commission on request a memorandum setting forth the
       basis for this representation.

(d)    The Company represents that the separate account will invest only in
       management investment companies which have undertaken to have a board of
       directors, a majority of whom are not interested persons of the company,
       formulate and approve any plan under Rule 12b-1 to finance distribution
       expenses.

(e)    Subject to the terms and conditions of Section 15(d) of the Securities
       Exchange Act of 1934, the Registrant hereby undertakes to file with the
       Commission such supplementary and periodic information, documents, and
       reports as may be prescribed by any rule or regulation of the Commission
       heretofore or hereafter duly adopted pursuant to authority conferred in
       that section.

(f)    The fees and charges deducted under the Policy in the aggregate are
       reasonable in relation to the services rendered, the expenses expected to
       be incurred, and the risks assumed by the Company.

                                       86

                                    89 of 90
<PAGE>   67


                                   SIGNATURES

     As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account-4, has caused this Pre-Effective Amendment No. 2 to be signed
on its behalf in the City of Columbus, and the State of Ohio, on this 14th day
of November, 1997.

                                           NATIONWIDE VLI SEPARATE ACCOUNT-4
                                                      (Registrant)
(Seal)                                     NATIONWIDE LIFE INSURANCE COMPANY
                                           ---------------------------------
Attest:                                                 (Depositor)
by/s/ DENNIS W. CLICK             By:         by/s/ JOSEPH P. RATH        
- ---------------------                 -------------------------------------
Dennis W. Click                                     Joseph P. Rath
Assistant Secretary                             -----------------------
                                                    Vice President -
                                         -------------------------------------
                                            Product and Market Compliance

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 14th day of November, 1997.
<TABLE>
<S>                                                    <C>
              Signature                                    Title
LEWIS J. ALPHIN                                          Director
- ------------------------------------------
Lewis J. Alphin

KEITH W. ECKEL                                           Director
- ------------------------------------------
Keith W. Eckel

WILLARD J. ENGEL                                         Director
- ------------------------------------------
Willard J. Engel

FRED C. FINNEY                                           Director
- ------------------------------------------
Fred C. Finney

CHARLES L. FUELLGRAF, JR.                                Director
- ------------------------------------------
Charles L. Fuellgraf, Jr.

JOSEPH J. GASPER                                President/Chief Operating Officer and Director
- ------------------------------------------
Joseph J. Gasper

HENRY S. HOLLOWAY
                                                      Chairman of the Board and Director
- -----------------------------------------
Henry S. Holloway
                                                Chairman and Chief Executive Officer - Nationwide Insurance
DIMON R. MCFERSON                                                  Enterprise and Director
- ------------------------------------------
Dimon R. McFerson

DAVID O. MILLER                                          Director
- ------------------------------------------
David O. Miller

C. RAY NOECKER                                           Director
- ------------------------------------------
C. Ray Noecker

ROBERT A. OAKLEY                               Executive Vice President-Chief Financial Officer
- ------------------------------------------
Robert A. Oakley

JAMES F. PATTERSON                                       Director                           by/s/JOSEPH P. RATH
- ------------------------------------------                                       ------------------------------------------
James F. Patterson                                                                           Joseph P. Rath

ARDEN L. SHISLER                                         Director                            Attorney-in-Fact
- ------------------------------------------
Arden L. Shisler

ROBERT L. STEWART                                        Director
- ------------------------------------------
Robert L. Stewart

NANCY C. THOMAS                                          Director
- ------------------------------------------
Nancy C. Thomas

HAROLD W. WEIHL                                          Director
- ------------------------------------------
Harold W. Weihl
</TABLE>

                                       87

                                    90 of 90

<PAGE>   1
                                POWER OF ATTORNEY



         KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, various Registration Statements and
amendments thereto for the registration under said Act of Individual Deferred
Variable Annuity Contracts in connection with MFS Variable Account, Nationwide
Variable Account, Nationwide Variable Account-II, Nationwide Variable Account-3,
Nationwide Variable Account-4, Nationwide Variable Account-5, Nationwide
Variable Account-6, Nationwide Fidelity Advisor Variable Account, Nationwide
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide Variable
Account-9, Nationwide VA Separate Account-A, Nationwide VA Separate Account-B,
Nationwide VA Separate Account-C and Nationwide VA Separate Account-Q; and the
registration of fixed interest rate options subject to a market value adjustment
offered under some or all of the aforementioned individual Variable Annuity
Contracts in connection with Nationwide Multiple Maturity Separate Account and
Nationwide Multiple Maturity Separate Account-A, and the registration of Group
Flexible Fund Retirement Contracts in connection with Nationwide DC Variable
Account, Nationwide DCVA-II, and NACo Variable Account; and the registration of
Group Common Stock Variable Annuity Contracts in connection with Separate
Account No. 1; and the registration of variable life insurance policies in
connection with Nationwide VLI Separate Account, Nationwide VLI Separate
Account-2, Nationwide VLI Separate Account-3, Nationwide VLI Separate Account-4,
Nationwide VL Separate Account-A, Nationwide VL Separate Account-B, and
Nationwide VL Separate Account-C, and hereby constitutes and appoints Dimon R.
McFerson, Joseph J. Gasper, W. Sidney Druen, Mark R. Thresher, and Joseph P.
Rath, and each of them with power to act without the others, his/her attorney,
with full power of substitution and resubstitution, for and in his/her name,
place and stead, in any and all capacities, to approve, and sign such
Registration Statements and any and all amendments thereto, with power to affix
the corporate seal of said corporation thereto and to attest said seal and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, hereby granting
unto said attorneys, and each of them, full power and authority to do and
perform all and every act and thing requisite to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming that which
said attorneys, or any of them, may lawfully do or cause to be done by virtue
hereof. This instrument may be executed in one or more counterparts.

         IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 22nd day of July, 1997.

<TABLE>
<CAPTION>
<S>                                                                 <C>
/s/ Lewis J. Alphin                                                 /s/ David O. Miller
- -------------------------------------------------                   --------------------------------------------------
Lewis J. Alphin, Director                                           David O. Miller, Director

/s/ Keith W. Eckel                                                  /s/ C. Ray Noecker
- -------------------------------------------------                   -------------------------------------------------
Keith W. Eckel, Director                                            C. Ray Noecker, Director

/s/ Willard J. Engel                                                /s/ Robert A. Oakley
- -------------------------------------------------                   --------------------------------------------------
Willard J. Engel, Director                                          Robert A. Oakley, Executive Vice President - Chief
                                                                    Financial Officer

/s/ Fred C. Finney                                                  /s/ James F. Patterson
- -------------------------------------------------                   --------------------------------------------------
Fred C. Finney, Director                                            James F. Patterson, Director

/s/ Charles L. Fuellgraf                                            /s/ Arden L. Shisler
- -------------------------------------------------                   --------------------------------------------------
Charles L. Fuellgraf, Jr., Director                                 Arden L. Shisler, Director

/s/ Joseph J. Gasper                                                /s/ Robert L. Stewart
- -------------------------------------------------                   --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer             Robert L. Stewart, Director
and Director

/s/ Henry S. Holloway                                               /s/ Nancy C. Thomas
- -------------------------------------------------                   --------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director                  Nancy C. Thomas, Director

/s/ Dimon Richard McFerson                                          /s/ Harold W. Weihl
- -------------------------------------------------                   --------------------------------------------------
Dimon R. McFerson, Chairman and Chief Executive                     Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
</TABLE>





<PAGE>   1
- --------------------------------------------------------------------------------


                                     [LOGO]


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


                       NATIONWIDE LIFE INSURANCE COMPANY
                 NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
                                P.O. BOX. 182150
                            COLUMBUS, OH 43218-2150


                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE

                 Mode of Premium - Single, Annual, Semi Annual,
                                   Quarterly, Monthly

                 Death Benefit Option I, II or III
   
                 Riders - Subject To Current State Approval


THE FOLLOWING FORMS ARE INCLUDED WITH THIS APPLICATION:

<TABLE>
<CAPTION>
<S>                              <C>                                       <C>
[ ] Illustration                 [ ] Collateral Assignment Split Dollar    [ ] Check Amount $__________
[ ] HIV Informed Consent Form    [ ] Endorsement Split Dollar Form         [ ] Split Commission Form
[ ] Replacement Form(s)          [ ] Trust Documents                       [ ] Pre-authorized Payment
[ ] 1035 Exchange Form                   Irrevocable                               Request and Void Check
[ ] 1035 Exchange Disclosure             Deferred Comp                     [ ] Advanced Premium Deposit
[ ] 1035 Life Policy/Lost                Split Dollar Executive Bonus              Authorization
        Policy Affidavit         [ ] Limited Power of Attorney             [ ] Other____________________
[ ] Avocation Supplement         [ ] Dollar Cost Averaging Request         [ ] Other____________________
[ ] Aviation Supplement          [ ] Asset Rebalancing Request             [ ] Other____________________
[ ] Financial Supplement         [ ] Personal History Form                 [ ] Other____________________
</TABLE>

         PLEASE USE CORRECT FORM FOR STATE WHERE APPLICATION IS SIGNED.

                       PLEASE CONFIRM ALLOCATION CHOICES.


- --------------------------------------------------------------------------------
VLOB-41                                                                  (11/97)
<PAGE>   2
                     [ ] NATIONWIDE INSURANCE COMPANY
                     [ ] NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
<TABLE>
<S>                                                   <C>
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE              P.O. BOX 182150, COLUMBUS, OH 43218-2150
- -------------------------------------------------------------------------------------------------
1. PRIMARY INSURED
- -------------------------------------------------------------------------------------------------
   Name of Primary Insured                            Sex    Age        Date of Birth     /  /
                          --------------------------     ---    ---                   -----------
- --
  (first, middle, last)
  Birth Place                Drivers License #                Social Security Number    -  -
             --------------                   --------------                        -------------

- --
  Address                                     City                  State            Zip
         --------------------------------         -------------          ---------      ---------
  Occupation                                 Former Name  (if applicable)
            -----------------------------                                ------------------------
  Telephone - Home      (   )                       Best Time To Call:        A.M.       P.M.
                        ------------------------                          ----       ----
  Telephone - Business  (   )                       Best Time To Call:        A.M.       P.M.
                        ------------------------                          ----       ----      
- -------------------------------------------------------------------------------------------------
2. SPOUSE (if to be insured on a Spouse Rider.)
- -------------------------------------------------------------------------------------------------
   Name of Spouse                                     Sex    Age        Date of Birth     /  /
                 -----------------------------------     ---    ---                   -----------
- --
  (first, middle, last)
  Birth Place                Drivers License #                Social Security Number    -  -
             --------------                   --------------                        -------------

- --
  Address                                     City                  State            Zip
         --------------------------------         -------------          ---------      ---------
  Occupation                                 Former Name  (if applicable)
            -----------------------------                                ------------------------
- ---------------------------------------------------------------------------------------------------
3. CHILDREN (If to be insured on a Children's Rider.)
- ---------------------------------------------------------------------------------------------------
    FULL NAMES OF      SEX    AGE    DATE OF BIRTH     HEIGHT          WEIGHT       RELATIONSHIP TO 
      CHILDREN                     MO.   DAY   YEAR   FT.   IN.  CURRENT  1YR.AGO   PRIMARY INSURED
- ---------------------------------------------------------------------------------------------------

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

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

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

- ---------------------------------------------------------------------------------------------------
4. OWNER (If someone other than the Primary Insured.)
- ---------------------------------------------------------------------------------------------------
   Name of Owner                                                          Date of Birth     /  /
                 -----------------------------------------                             ------------
- --
  (first, middle, last)
- --
  Address                                     City                  State            Zip
         --------------------------------         -------------          ---------      ----------
  Relationship to Primary Insured                          Social Security Number       -     -   
                                 ---------------------------                         -------------                  
- --
- ---------------------------------------------------------------------------------------------------
5. CONTINGENT OWNER (will be Owner if Owner dies.) (Complete on every juvenile application.)
- ---------------------------------------------------------------------------------------------------
   Name of Contingent Owner                                              Date of Birth     /  /
                           -----------------------------------------                   ------------
- --
  (first, middle, last)
- --
  Address                                     City                  State            Zip
         --------------------------------         -------------          ---------      ----------
  Relationship to Primary Insured                             Social Security Number     -   - 
                                 ---------------------------                         -------------                  
- --
- ---------------------------------------------------------------------------------------------------
6. PRIMARY BENEFICIARY/CONTINGENT BENEFICIARY (If more space is needed continue in Part 25.)
- ---------------------------------------------------------------------------------------------------
                                                    DATE OF       RELATIONSHIP          SOCIAL
    FULL NAME OF BENEFICIARY        ADDRESS          BIRTH        TO INSURED          SECURITY #
PRIMARY:
                                                      / /                               -   -
   ------------------------   -------------------  ---------       -----------       -----------

                                                      / /                               -   -
   ------------------------   -------------------  ---------       -----------       -----------
   CONTINGENT: (Will be beneficiary if Primary Beneficiary dies before Primary Insured.)
                                                      / /                               -   -
   ------------------------   -------------------  ---------       -----------       -----------
                                                      / /                               -   -
   ------------------------   -------------------  ---------       -----------       -----------
- ---------------------------------------------------------------------------------------------------
7. PLAN
- ---------------------------------------------------------------------------------------------------
   SPECIFIED AMOUNT $
                     ----------------------
   TARGET SPECIFIED AMOUNT (INCLUSIVE OF ADDITIONAL PROTECTION RIDER)  $
                                                                        --------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>






<PAGE>   3

<TABLE>
<S>                                             <C>
- ---------------------------------------------------------------------------------------------------
8. RIDERS
- ---------------------------------------------------------------------------------------------------
   [ ] WAIVER OF MONTHLY DEDUCTION RIDER                 [ ] GUARANTEED MINIMUM DEATH BENEFIT RIDER
   [ ] ACCIDENTAL DEATH BENEFIT RIDER - AMOUNT  $
                                                 --------------
   [ ] SPOUSE RIDER - AMOUNT $                           [ ] CHILDREN'S RIDER - AMOUNT $
                              ---------------------                                      ----------
   [ ] ADDITIONAL PROTECTION RIDER (ATTACHED SCHEDULE OF TARGET SPECIFIED AMOUNTS IF ANY CHANGES
APPLIED FOR)

   [ ] OTHER
            ----------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
VLOB-41                                                                (11/97)

</TABLE>

<PAGE>   4

<TABLE>
<S>               <C>
- ----------------------------------------------------------------------------------------------------------------------------------- 
9. ?????????????
- ----------------------------------------------------------------------------------------------------------------------------------- 
   [ ] OPTION 1  [THE SPECIFIED AMOUNT, OR A MULTIPLE OF THE CONTRACT VALUE, WHICHEVER IS GREATER] 
   [ ] OPTION 2  [THE SPECIFIED AMOUNT, PLUS THE CONTRACT VALUE, OR A MULTIPLE OF THE CONTRACT VALUE, WHICHEVER IS GREATER] 
   [ ] OPTION 3  [THE SPECIFIED AMOUNT, PLUS THE PREMIUM ACCUMULATION AT _______% INTEREST OR A MULTIPLE OF THE CONTRACT VALUE, 
                  WHICHEVER IS GREATER] 
                               [IF NO OPTION IS SELECTED HERE, OPTION 1 IS ELECTED.] 
- -----------------------------------------------------------------------------------------------------------------------------------
10. PREMIUM AND MODE                                                                       
- ----------------------------------------------------------------------------------------------------------------------------------- 
INITIAL PREMIUM DEPOSIT                                            PLANNED PREMIUM 
[paid with application]                 [ ] SINGLE PREMIUM $__________      [ ] MONTHLY [Electronic Funds Transfer]        
                                        [ ] ANNUAL         $__________          $__________ [Attach completed   
$____________                           [ ] SEMI-ANNUAL    $__________          authorization and void check] 
                                        [ ] QUARTERLY      $__________      [ ] OTHER            
                                                                                $__________     
- ----------------------------------------------------------------------------------------------------------------------------------- 
11. ALLOCATIONS 
- ----------------------------------------------------------------------------------------------------------------------------------- 
FOR CONTRACTS ISSUED IN STATES WHICH REQUIRE A RETURN OF PREMIUM TO A POLICY OWNER EXERCISING THE SHORT TERM RIGHT TO CANCEL; NET
PREMIUMS WILL BE ALLOCATED TO THE NATIONWIDE SEPARATE ACCOUNT TRUST MONEY MARKET FUND OR TO THE FIXED ACCOUNT IF SELECTED UNTIL THE
END OF THE RIGHT TO CANCEL PERIOD. AT THE END OF THIS PERIOD, YOUR CONTRACT VALUE WILL BE ALLOCATED TO THE SUBACCOUNTS INDICATED
BELOW. FOR STATES REQUIRING A RETURN OF CASH VALUE YOUR NET PREMIUM WILL BE ALLOCATED TO THE SUBACCOUNTS AT THE BEGINNING OF THE
SHORT TERM RIGHT TO CANCEL PERIOD. YOUR SELECTIONS MUST TOTAL 100%. MINIMUM INITIAL ALLOCATION TO ANY SINGLE SUBACCOUNT IS 5%. NO
FRACTIONAL PERCENTAGES. THESE PERCENTAGES WILL APPLY IN FUTURE YEARS BUT MAY BE CHANGED AT ANY TIME BY THE POLICY OWNER. [IF NO
ALLOCATION INDICATED, MONEY MARKET WILL BE AUTOMATICALLY SELECTED.]

                       NATIONWIDE SEPARATE ACCOUNT TRUST
                           _____% Money Market Fund
                           _____% Government Bond Fund
                           _____% Total Return Fund
                           _____% Capital Appreciation Fund
- ----------------------------------------------------------------------------------------------------------------------------------- 
 12. SUITABILITY (Variable Products Only)
- ----------------------------------------------------------------------------------------------------------------------------------- 
     A. DO YOU UNDERSTAND THAT THE DEATH BENEFIT AND SURRENDER VALUE MAY INCREASE DEPENDING ON THE            YES    NO
        INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT? ..................................................     [ ]   [ ]        
     B. DO YOU BELIEVE THAT THIS POLICY WILL MEET YOUR INSURANCE NEEDS AND FINANCIAL OBJECTIVES? ........     [ ]   [ ]        
     C. HAVE YOU RECEIVED A CURRENT COPY OF THE PROSPECTUS? .............................................     [ ]   [ ]        
- ----------------------------------------------------------------------------------------------------------------------------------- 
 13. INSURANCE INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------------- 
     a. List all Life Insurance not in force on each person here proposed for insurance. If None, write "NONE"
    -----------------------------------------------------------------------------------------------------------------
          TO BE              PERSON     COMPANY       POLICY NUMBER       AMOUNT        YEAR           ACCIDENTAL
        REPLACED?                                                                      ISSUED            DEATH
                                                                                                              
     [ ] YES    [ ] NO  
    -----------------------------------------------------------------------------------------------------------------
     [ ] YES    [ ] NO  
    -----------------------------------------------------------------------------------------------------------------
     [ ] YES    [ ] NO  
    -----------------------------------------------------------------------------------------------------------------
     [ ] YES    [ ] NO  
    -----------------------------------------------------------------------------------------------------------------
     b. Will the insurance applied for replace existing Life Insurance or Annuities on any person here proposed for 
        insurance?   YES
     NO
        [If "yes", so indicate beside a above].....................................................           [ ]   [ ]
        (Complete and send replacement forms and/or 1035 Exchange forms where applicable.)
     c. Are you [or anyone here proposed for coverage] now applying for Life Insurance with any other company?
        If "yes", state the company, kind of policy and face amount being applied for .............           [ ]   [ ]
        _______________________________________________________________________________________________________________
        _______________________________________________________________________________________________________________
- ----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>
<PAGE>   5
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
14.
- -----------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>               <C>                <C>
INSURED                      HEIGHT      WEIGHT CURRENT    WEIGHT 1 YR AGO    REASON FOR WEIGHT GAIN OR LOSS
- -----------------------------------------------------------------------------------------------------------------------
Primary Insured              Ft.   In.             Lbs.              Lbs.                                    
- -----------------------------------------------------------------------------------------------------------------------
Spouse [if to be insured]    Ft.   In.             Lbs.              Lbs.                                    
- -----------------------------------------------------------------------------------------------------------------------
15. TOBACCO USE
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>                                                                               <C>               <C>
                                                                                           PRIMARY        SPOUSE (if to
                                                                                           INSURED         be insured)
                                                                                       ---------------   ---------------
                                                                                       [ ] YES  [ ] NO   [ ] YES  [ ] NO
    a. Have you used tobacco in any form in the past 12 months?______________________                                  
    b. If "yes", specify the kind of tobacco use? (cigarettes, pipe, cigars, chewing,  ---------------   ---------------
etc.)                                                                                  ---------------   ---------------
    C. How many times per day?_______________________________________________________
- ------------------------------------------------------------------------------------------------------------------------
16. PERSONAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                <C>  <C>
    The question in this part apply to all persons who are being proposed for insurance on this application. All
    questions are to be answered by each adult listed in parts 1 and 2 and for each child listed in part 3.     YES   NO
    a. Have you ever had any application for Life or Health Insurance [or for reinstatement of Life and Health Insurance]
       declined, postponed, rate-up or limited? [If "Yes", provide details below]_____________________________  [ ]   [ ]
    b. Have you ever applied for or received disability payments for any illness or injury? [If "Yes", provide 
       details below.]                                                                                          [ ]   [ ]
    c. In the past 3 years have you engaged in, or do you intend to engage in:
       flying as a pilot, student pilot, or crew member; racing of an automobile, motorcycle, or any type of 
       motor-powered vehicle; scuba diving, mountain climbing, hang gliding, parachuting, sky diving, bungee 
       jumping, or any type of body-contact or life-threatening sport? [If "Yes", complete an Aviation/Hazardous 
       Activities Questionnaire.]_____________________________________________________________________________  [ ]   [ ]
    d. Have you ever had your driver's license suspended or revoked; or been convicted of driving while impaired
       or intoxicated; or been convicted in the past three years of more than one moving violation? [If "Yes",
       give full details below.]______________________________________________________________________________  [ ]   [ ]
    e. Except as prescribed by a physician, have you ever used,or been convicted for sale or possession of
       cocaine or any other narcotic or illegal drug? [If "Yes", give frequency, most recent date, and type
       of drugs below.]_______________________________________________________________________________________  [ ]   [ ]
    f. Have you ever been convicted of a felony, misdemeanor, or any other crime? [If "Yes", provide details
       below.]________________________________________________________________________________________________  [ ]   [ ]
    Details of any "yes" answers [indicate name of person]:___________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
- -------------------------------------------------------------------------------------------------------------------------
17. PERSONAL PHYSICIANS
- -------------------------------------------------------------------------------------------------------------------------
    Name, address, and telephone number of Personal Physician[s]; GIVE DATE AND REASON LAST CONSULTED.
    a. Primary insured:__________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    b. Spouse (if to be insured):________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    c. Children (if to be insured) (If children have different doctors, match doctors to specific children):
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
    _____________________________________________________________________________________________________________________
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   6
<TABLE>
All questions are to be answered by each adult listed in parts 1 and 2 and for each child listed in part 3.
For each "yes" answer, circle the appropriate item, and provide details in #21 below.
- ------------------------------------------------------------------------------------------------------------------------
18. MEDICAL QUESTIONS
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
    <S>                                                                                                         <C>  <C>
    To the best of your knowledge and belief, has anyone here proposed for insurance in the past 10 years been 
    treated for or been diagnosed by a member of the medical profession as having:                              YES  NO
    a. Heart attack, angina (or other pain, discomfort, or tightness of the chest), shortness of breath, 
       palpitation, heart murmur, rheumatic fever, or any other disease of the heart or blood vessels?_________  [ ] [ ]
    b. High blood pressure [hypertension], anemia, or any other disease of the blood?__________________________  [ ] [ ]
    c. Recurrent dizziness or headaches, fainting spells, convulsions, seizures, epilepsy, stroke, Alzheimer's
       disease, Parkinson's disease, multiple sclerosis, or chronic brain syndrome, neurosis, affective disorder, 
       psychosis, or any other brain, nervous, or mental disorder?_____________________________________________  [ ] [ ]
    d. Asthma, emphysema, tuberculosis, coughing or spitting blood, bronchitis, pleurisy, persistent cough, or
       any other disease of the lungs or respiratory system?___________________________________________________  [ ] [ ]
    e. Any disease or disorder of the eyes, ears,nose or throat, or any defect of sight, hearing or speech?____  [ ] [ ]
    f. Colitis, ulcer, hernia, persistent diarrhea, rectal bleeding, or any other disease or disorder of the 
       stomach, intestines, or rectum?_________________________________________________________________________  [ ] [ ]
    g. Kidney stones, nephritis, venereal disease, or any other disease of the kidneys, bladder, prostate, 
       testes, breasts, uterus, ovaries, or any other part of the urinary tract or reproductive system?________  [ ] [ ]
    h. Sugar, albumin, blood, or pus in the urine?_____________________________________________________________  [ ] [ ]
    i. Diabetes, or any disease of the liver, thyroid, or gallbladder?_________________________________________  [ ] [ ]
    j. Cancer, or any malignant or benign tumor or cyst, or any disease of the skin or lymph glands?___________  [ ] [ ]
    k. Arthritis, rheumatism, or gout; or any chronic back or muscle condition?________________________________  [ ] [ ]
    l. Phlebitis, varicose veins, or nay deformity, paralysis, or loss of limb?________________________________  [ ] [ ]
    m. Alcoholism, alcohol use, narcotic addiction, drug use, or hallucinations?_______________________________  [ ] [ ]
    n. AIDS [acquired immune deficiency syndrome], ARC [AIDS-related complex], or any other AIDS-related
       condition, or received a positive result of an HIV test?________________________________________________  [ ] [ ]
    o. Any chronic or persistent disease not mentioned previously?_____________________________________________  [ ] [ ]
- ------------------------------------------------------------------------------------------------------------------------
19. SUPPLEMENTAL MEDICAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------
    Within the past five years, has anyone here proposed for insurance:                                         Yes  No
    a. Consulted, or been examined or treated by any physician, chiropractor, or other medical practitioner, or by 
       any hospital, clinic, or other medical facility not previously mentioned? [If it was for a "check-up", annual
       physical, employment physical, etc., so state and give findings and results in #21 below.]______________  [ ] [ ]
    b. Had any disease, disorder, injury, or operation not previously mentioned?_______________________________  [ ] [ ]
    c. Had any x-rays, electrocardiograms, or other medical tests for reasons not covered above?_______________  [ ] [ ]
    d. Been advised to have any surgery, hospitalization, treatment or test that was not completed?____________  [ ] [ ]
- ------------------------------------------------------------------------------------------------------------------------
20. FAMILY HISTORY
- ------------------------------------------------------------------------------------------------------------------------
    Has either of your natural parents experienced cardiovascular disease or death prior to age 60? [If "yes", provide 
    details below.]
    ___________________________________________________________________________________________________________  [ ] [ ]
- ------------------------------------------------------------------------------------------------------------------------
21. DETAILS OF MEDICAL HISTORY
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
  <S>         <C>        <C>       <C> 
  Question
  Number &    PERSON     DATES     DETAILS [Be specific. Give full names, addresses and telephone numbers [if available]
   Letter                                  of physicians, hospitals, etc.]
- ------------------------------------------------------------------------------------------------------------------------
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   7
<TABLE>
<S>    <C>
- ------------------------------------------------------------------------------------------------------------------------
22. 
- ------------------------------------------------------------------------------------------------------------------------
I understand Nationwide Life Insurance Company/Nationwide Life and Annuity Insurance Company will not accept any premium 
with this application and the receipt will not be in effect and must not be detached if any person here proposed for
insurance has ever been treated for or been diagnosed by a physician as having:
    high blood pressure, angina, or chest pain or discomfort; heart attack, heart murmur, or other heart disorder; 
    epilepsy, stroke or diabetes; acquired immune deficiency syndrome [AIDS], AIDS-related complex [ARC], any AIDS-related
    disorder or positive HIV test result; any brain, nervous, or mental disorder; any drug or alcohol addiction; any 
    kidney disorder [other than kidney stones]; or any cancer or other malignancy.
- ------------------------------------------------------------------------------------------------------------------------
23. TAXPAYER IDENTIFICATION NUMBER
- ------------------------------------------------------------------------------------------------------------------------
Under the Interest and Dividend Compliance Act of 1983, persons owning insurance policies are required to provide the 
Company with certification that their taxpayer identification number is correct. [For most individuals, this is their 
Social Security Number.] If you do not provide us with certification of this number, you may be subject to a $50 penalty 
imposed by the Internal Revenue Service. In addition, we will be forced to withhold 31% from interest and other payments 
we make to you [known as backup withholding]. It is not an additional tax, since the amount withheld will be applied 
against the tax you owe. If withholding results in an overpayment of taxes, a refund may be obtained.

[ ] Check this box if the Internal Revenue Service has notified you that you are NOT subject to the provisions of this law.

Otherwise, your signature on this application is certification that the taxpayer identification number on this application
is true, correct,and complete.
- ------------------------------------------------------------------------------------------------------------------------
24. IMPORTANT NOTICE
- ------------------------------------------------------------------------------------------------------------------------
I understand that the Death Benefit under a Variable Life Insurance Policy may increase or decrease, depending on the
investment return on the Subaccount(s) I select. Regardless of investment return, the Death Benefit can never be less
than the Specified Amount, as long as the Policy is in force. The Contract Value may increase or decrease on nay day,
depending on the investment return for the Policy. No minimum Contract Value is guaranteed. On request, we will furnish 
illustrations of benefits, including Death Benefits and Contract Values for a Variable Life Insurance Policy and a Fixed
Life Insurance Policy for the same premium.
- ------------------------------------------------------------------------------------------------------------------------
25. SPECIAL INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------



- ------------------------------------------------------------------------------------------------------------------------
                                              AGREEMENT, AUTHORIZATION AND SIGNATURES
I have read this application. I understand each of the questions. All of the answers and statements on this form are 
complete and true to the best of my knowledge and belief. I understand and agree that:

1. This application, any amendments to it,and any related medical examinations will become a part of the Policy and are
   the basis of any insurance issued upon this application.

2. Any person who submits an application or a claim containing a false or deceptive statement, and does so with intent 
   to defraud or knowing that he/she is facilitating a fraud against an insurer, is guilty of insurance fraud.

3. No medical examiner and no agent or other representative of Nationwide may accept risks or make or change any contract, 
   or waive or change any of the Company's rights or requirements.

4. If the full first premium payment is made in exchange for a Temporary Insurance Receipt [with the same date and number 
   as this form], Nationwide will only be liable to the extent set forth in that receipt.

5. If the full first premium is not paid with this application, then insurance will only take effect when all of the 
   following conditions are met:

   a. If a Policy is issued by Nationwide and is accepted by me; and

   b. If the full first premium is paid; and

   c. If all the answers and statements made on the application, medical examination(s) and amendments continue to be 
      true to the best of my knowledge and belief.

I have received the pre-notice form of the Fair Credit Reporting Act of 1970 and the Medical Information Bureau 
disclosure form. I certify that the Social Security Number given is correct and complete.

I authorize: any licensed physician or medical practitioner; any hospital, clinic or other medical or medically related 
facility; any insurance company; the Medical Information Bureau; or any other organization, institution or person who has
knowledge of me; to give that information to the Medical Director of the Nationwide Insurance Company, or its reinsurers. 
This authorization, or a copy of it, will be valid for a period of not more than one year from the date it was signed.

Signed at___________________________________________________________________________, on______________________, ______.
- -------------------------------------------------------
I have truly and accurately recorded all Proposed
insured's answers on this application and have                                                                        
witnessed his/her/their signature(s) hereon.               ___________________________________________________________
                                                                  Signature of Primary Insured [If over age 14]
To the best of my knowledge, the insurance applied for
[ ] will [ ] will not [CHECK ONE] replace any life         ___________________________________________________________
insurance or annuity.                                                 Signature of Spouse [if to be insured]

_______________________________________________________    ___________________________________________________________
   Licensed Resident Agent Signature    Firm                Signature of Applicant [if other than the Primary Insured]

_______________________________________________________    ___________________________________________________________
   Agent's Name [Print]           License ID Number                             Signature of Owner
- -------------------------------------------------------
   No.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   8
This XXXXXXXXXXXXXXXXXXX be any temporary insurance unless the XXXXXXXX
required by the Company has been paid at the time of this application.
                          TEMPORARY INSURANCE RECEIPT          No.
NATIONWIDE LIFE INSURANCE COMPANY/NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
                                 COLUMBUS, OHIO

Received from_________________ this_____________ day of___________________,____

the sum of_____________________________ dollars [$_____________________].

The temporary insurance that is provide by this receipt is for the coverage
afforded by the initial premium deposit that is shown in question 10 on page 2
of the application which has the same date and number as this receipt; except
that the total coverage with this Company under this and all other receipts
will not exceed $1,000,000 on the person who is proposed for insurance,
regardless of the total amount(s) or number of receipts or applications.

In coverage afforded by the premium shown in question 10 on page 2 is more than
$1,000,000 of insurance under this and/or any other application, the company's
liability will be no more than $1,000,000 plus a prorated return of premium
submitted in excess of the premium required to afford the $1,000,000 of
insurance coverage.

Temporary insurance for the person who is proposed for coverage will be in
force on the date of this receipt, subject to the terms of the policy applied
for in this application. Coverage will end on the earliest of:

  1. The date the policy is issued. [The policy will replace the temporary
     insurance.]

  2. The date the Company returns the premium deposit and  mails a written
     notice to the Applicant that said insurance has ended for each person who
     is proposed for insurance.

  3. The 45th day after the date of this receipt [unless the receipt has
     been replaced earlier or has ended as noted in 1 or 2].

Fraud or material misrepresentation in this application voids the agreement. In
such cases, the Company's only liability is for a refund of the payment made.

If any person who is proposed for coverage dies by suicide, the Company's only
liability with respect to that person under this receipt is for a refund of
payment made for that person's portion of the insurance applied for.

<TABLE>
<CAPTION>

<S>                                                      <C>
I have read and agree to the terms of this receipt.

_________________________________________________        _________________________________________________
Signature of Proposed Insured [if over age 14]            Licensed Resident Agent Signature


_________________________________________________        _________________________________________________
Signature of Applicant if other than Insured                                  Date

</TABLE>
                                IMPORTANT NOTICE
                      DETACH AND GIVE TO PROPOSED INSURED
 PRE-NOTICE OF PROCEDURES AS REQUIRED BY THE FAIR CREDIT REPORTING ACT OF 1970

This notice is to inform you that as part of our normal underwriting procedures
in connection with an application for insurance:

1. An investigative consumer report may be made whereby information is obtained
   through personal interviews with your neighbors, friends or others with whom
   you are acquainted. This inquiry will include information as to character,
   general reputation, personal characteristics and mode of living, except as
   may be related directly or indirectly to your sexual orientation, with
   respect to you, members of your family, and others having an interest in or
   closely connected with the insurance transaction; and

2. Upon your written request, made within a reasonable time after you receive
   this notice, additional information as to the nature and scope of the
   investigation, if one is made, will be provided. Requests for additional
   information should be addressed to Nationwide Life Insurance Company/
   Nationwide Life and Annuity Insurance Company, Box 182150, Columbus, Ohio
   43218-2150.

                  MEDICAL INFORMATION BUREAU DISCLOSURE NOTICE

Information regarding your insurability will be treated as confidential,
Nationwide Life Insurance Company/Nationwide Life and Annuity Insurance
Company, or its reinsurer(s) may, however, make a brief report thereon to the
Medical Information Bureau, a non-profit membership organization of life
insurance companies, which operates an information exchange on behalf of its
members. If you apply to another Bureau member company for life or health
insurance coverage or a claim for benefits is submitted to such a company, the 
Bureau, upon request, will supply such company with the information in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. [Medical information will be disclosed
only to your attending physician.] If you question the accuracy of information
in the Bureau's file, you may contact the Bureau and seek a correction in
accordance with the procedures set forth in the Federal Fair Credit Reporting
Act. The address of the Bureau's information office is Post Office Box 105,
Essex Station, Boston, Massachusetts 02112, telephone number [617] 426-3660.

Nationwide Life Insurance Company/Nationwide Life and Annuity Insurance Company
or its reinsurer[s] may also release information in its file to other life
insurance companies to whom you may apply for life or health insurance, or to
whom a claim for benefits may be submitted.
<PAGE>   9
<TABLE>
<S>                                                              <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                       AGENT'S CERTIFICATE 
                            These questions must be answered by the Agent who solicited this application.

1. Who began negotiations for this application? [ ] Agent        8. Primary Insured employed by____________________________________
   [ ] Primary Insured  [ ] Owner   [ ] Other______________         _______________________________________________________________

2. How well do you know the Primary insured?                        Kind of business_______________________________________________
   [ ] Met very recently [ ] Known well for  ______________         Address________________________________________________________
   years
   [ ] Know slightly for   _________________ years                  _______________________________________________________________
   Relative - State relationship___________________________         Length of time Primary Insured in this occupation__________Yrs.

3. Purpose of insurance:                                         9. Spouse [if to be insured] employed by__________________________
   Personal: [ ] Death Benefit     [ ] Retirement Benefit           _______________________________________________________________
             [ ] Educational Funding                               
   Business: [ ] Executive Bonus   [ ] Split Dollar                 Kind of business_______________________________________________
             [ ] Deferred Compensation [ ]                          Address________________________________________________________
             Buy/Sell                                               _______________________________________________________________
             [ ] Key Person                                         Length of time Spouse in this occupation____________Yrs.
             [ ] Other_____________________________________    
                                                                10. If anyone proposed for insurance is between ages 0-14:
                                                                    a. Did you see each child at the time of application?
4. Primary Insured's Marital Status: [ ] Married [ ] Single            [ ] Yes  [ ] No  If "no", explain:__________________________
   [ ] Divorced  [ ] Separated  [ ] Widow/Widower                    ______________________________________________________________
                                                                                                                                   
5. Payor-If someone other then the Primary Insured [listed           b. How much insurance is in force with all companies:
   in Part 1] or the Owner [listed in Part 4] is to be                  On the Parents: $____________________/_____________________
   billed for the premium on this policy, list here:                    On the Owner or Guardian: $________________________________
   Payor's Name____________________________________________             On Primary Insured's                  On Primary Insured's
   Address_________________________________________________                  Brothers                               Sisters
   ________________________________________________________             ---------------------                 ---------------------
   Relationship to Primary Insured                                        Age        Amount                    Age        Amount
                                                                        ______  $____________                  ______  $___________
6. Complete VLOB-40 if Specified Amount is $1,000,001+.                 ______  $____________                  ______  $___________
   Complete VLO-480, Part II, if $500,001 through                       ______  $____________                  ______  $___________
   $1,000,000.                                                          ______  $____________                  ______  $___________
   Primary Insured's Annual Income $_______________________ 
                 Net Worth $_______________________________          C.                Income                          Net Worth
          Spouse's Annual Income $_________________________             Father's $________________                $________________
                 Net Worth $_______________________________             Mother's $________________                $________________
   Additional Insured Annual Income $______________________             Owner's  $________________                $________________
                 Net Worth $_______________________________
7. Lived at present address_____years
   Tax Municipality________________________________________
   Previous address [if at current address less than 2 years]
   ________________________________________________________
   ________________________________________________________

REMARKS____________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________

Unless indicated below Nationwide will                                                                                    Initial
order requirements. I have ordered:    ____________________________________________________________  _____________     Confirmation
                                                     Licensed Resident Agent Signature                    Date
[ ] Physical Measurements                                                                                         [ ] Confirmation
[ ] Paramed Exam   [ ] Blood           ____________________________________________________________  _____________    Via Telephone
[ ] Physician Exam [ ] Urine                            Print Agent Name and Number                    Telephone
[ ] EKG            [ ] Stress EKG                                                                                  [ ] Confirmation
[ ] X-Ray          [ ] Inspection      ____________________________________________________________  _____________     Via Fax
                                                               Name of Firm                               Fax
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   10
<TABLE>
<S>  <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Communication and Policy Mailing
[ ] Commercial Inspection
[ ] Alternate Inspection
- -----------------------------------------------------------------------------------------------------------------------------------
VLOB-41
</TABLE>


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