NATIONWIDE VLI SEPARATE ACCOUNT 5
S-6/A, 2000-12-04
Previous: NATIONWIDE VLI SEPARATE ACCOUNT 5, S-6/A, EX-3, 2000-12-04
Next: NATIONWIDE VLI SEPARATE ACCOUNT 5, S-6/A, EX-1, 2000-12-04



<PAGE>   1

                                              '33 Act Registration No. 333-46338
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             REGISTRATION STATEMENT
                                    FORM S-6

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


                          PRE-EFFECTIVE AMENDMENT NO. 1

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

                        NATIONWIDE VLI SEPARATE ACCOUNT-5
                              (EXACT NAME OF TRUST)

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

                        NATIONWIDE LIFE INSURANCE COMPANY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43215
              (EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)

                               PATRICIA R. HATLER
                                    SECRETARY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43215
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

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



Approximate date of proposed public offering: (Upon the effective date of this
Registration Statement. DECEMBER 4, 2000 requested.)


The Registrant hereby agrees to amend 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 a date as the Commission, acting pursuant to Section 8(a), may
determine.

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


<PAGE>   2




                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2
<TABLE>
<CAPTION>

N-8B-2 ITEM                                                            CAPTION IN PROSPECTUS

<S>                                                                    <C>
 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
</TABLE>



<PAGE>   3


<TABLE>
<CAPTION>

N-8B-2 ITEM                                                            CAPTION IN PROSPECTUS

<S>                                                                   <C>
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
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>




<PAGE>   4



                        NATIONWIDE LIFE INSURANCE COMPANY

           Flexible Premium Variable Universal Life Insurance Policies


Issued by Nationwide Life Insurance Company through its Nationwide VLI Separate
                                   Account-5

                 The date of this prospectus is December 4, 2000

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




This prospectus contains basic information you should know about the policies
before investing. Please read it and keep it for future reference

The following underlying mutual funds are available under the policies:


W&R TARGET FUNDS, INC.
-        Asset Strategy Portfolio
-        Balanced Portfolio
-        Bond Portfolio
-        Core Equity Portfolio
-        Growth Portfolio
-        High Income Portfolio
-        International Portfolio
-        Limited-Term Bond Portfolio
-        Money Market Portfolio
-        Science and Technology Portfolio
-        Small Cap Portfolio


For general information or to obtain FREE copies of the:

-        prospectus,  annual  report or  semi-annual  report for any  underlying
         mutual fund; and
-        any required Nationwide forms,


call:             1-866-221-1100

     TDD          1-800-238-3035

or write:

     NATIONWIDE LIFE INSURANCE COMPANY

     P.O. BOX 182449
     COLUMBUS, OHIO 43218-2449


Material incorporated by reference in this prospectus can be found on the SEC
website at:

                                   www.sec.gov

This policy is NOT:
-        a bank deposit;
-        endorsed by a bank or government agency;
-        federally insured; or
-        available in every state.

The life insurance policies offered by this prospectus are flexible premium
variable universal life insurance policies (flexible premium variable adjustable
life insurance policies in Puerto Rico). They provide flexibility to vary the
amount and frequency of premium payments. A cash surrender value may be offered
if the policy is terminated during the lifetime of the insured.

The purpose of this policy is to provide life insurance protection for the
beneficiary named in the policy. No claim is made that the policy is in any way
similar or comparable to a systematic investment plan of a mutual fund.

The death benefit and cash value of this policy may vary to reflect the
experience of the Nationwide VLI Separate Account-5 (the "variable account") or
the fixed account, depending on how premium payments are invested.

Investors assume certain risks when investing in the policies, including the
risk of losing money.

Nationwide guarantees the death benefit for as long as the policy is in force.
The cash surrender value is not guaranteed. The policy will lapse if the cash
surrender value is insufficient to cover policy charges.

Nationwide guarantees to keep the policy in force so long as minimum premium
requirements have been met.

Benefits described in this prospectus may not be available in every jurisdiction
- refer to your policy for specific benefit information.

THIS PROSPECTUS IS NOT AN OFFERING IN ANY JURISDICTION WHERE 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.


                                       1
<PAGE>   5

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


                                       2
<PAGE>   6



GLOSSARY OF SPECIAL 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.

FIXED ACCOUNT- An investment option which is funded by the general account of
Nationwide.

GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.

MATURITY DATE- The policy anniversary on or next following the insured's 100th
birthday.

MINIMUM REQUIRED DEATH BENEFIT- The lowest death benefit which will qualify the
policy as life insurance under Section 7702 of the Internal Revenue Code.

NATIONWIDE- Nationwide Life Insurance Company.

NET AMOUNT AT RISK- The death benefit minus the cash value. On a monthly
anniversary day, the net amount at risk is the death benefit minus the cash
value prior to subtraction of the base policy cost of insurance charge.

NET PREMIUMS- The actual premiums minus the percent of premium charges. The
percent of premium charges are shown on the policy data page.

SEC GUIDELINE LEVEL PREMIUM- The level annual premiums required to mature the
policy under reasonable mortality and expense charges with an annual effective
interest rate of 5%. It is calculated pursuant to Rule 6e-3(T) of the Investment
Company Act of 1940.

SUB-ACCOUNTS- Divisions of the variable account to which underlying mutual fund
shares are allocated and for which accumulation units are separately maintained.

VALUATION PERIOD- Each day the New York Stock Exchange is open.

VARIABLE ACCOUNT- Nationwide VLI Separate Account-5, a separate account of
Nationwide Life Insurance Company that contains variable account allocations.
The variable account is divided into sub-accounts, each of which invests in
shares of a separate underlying mutual fund.



                                       3
<PAGE>   7


TABLE OF CONTENTS


GLOSSARY OF SPECIAL TERMS..........................

SUMMARY OF POLICY EXPENSES.........................

UNDERLYING MUTUAL FUND ANNUAL EXPENSES.............

SYNOPSIS OF THE POLICIES...........................

NATIONWIDE LIFE INSURANCE COMPANY..................


WADDELL & REED, INC................................


INVESTING IN THE POLICY............................
     The Variable Account and Underlying Mutual Funds
     The Fixed Account

INFORMATION ABOUT THE POLICIES.....................
     Minimum Requirements for Policy Issuance
     Premium Payments
     Pricing

POLICY CHARGES.....................................
     Sales Load
     Tax Expense Charges
     Surrender Charges
     Monthly Cost of Insurance
     Monthly Administrative Charge
     Mortality and Expense Risk Charge
     Income Tax
     Reduction of Charges

SURRENDERING THE POLICY FOR CASH...................
     Surrender (Redemption)
     Cash Surrender Value
     Partial Surrenders
     Income Tax Withholding

VARIATION IN CASH VALUE............................

POLICY PROVISIONS..................................
     Policy Owner
     Beneficiary
     Changes in Existing Insurance Coverage

OPERATION OF THE POLICY............................
     Allocation of Net Premium and Cash Value
     How the Investment Experience is Determined
     Net Investment Factor
     Determining the Cash Value
     Transfers

RIGHT TO REVOKE....................................

POLICY LOANS.......................................
     Taking a Policy Loan
     Effect on Investment Performance
     Interest
     Effect on Death Benefit and Cash Value
     Repayment

ASSIGNMENT.........................................

POLICY OWNER SERVICES..............................
     Dollar Cost Averaging

DEATH BENEFIT INFORMATION..........................
     Calculation of the Death Benefit
     Changes in the Death Benefit Option
     Proceeds Payable on Death
     Incontestability
     Error in Age or Sex
     Suicide
     Maturity Proceeds

EXCHANGE RIGHTS....................................

GRACE PERIOD AND GUARANTEED POLICY
     CONTINUATION PERIOD...........................
     Grace Period
     Guaranteed Policy Continuation Period
     Reinstatement

TAX MATTERS........................................
     Policy Proceeds
     Withholding
     Federal Estate and Generation-Skipping
         Transfers Taxes
     Non-Resident Aliens
     Taxation of Nationwide
     Tax Changes

LEGAL CONSIDERATIONS...............................

STATE REGULATION...................................

REPORTS TO POLICY OWNERS...........................

ADVERTISING........................................

LEGAL PROCEEDINGS..................................

EXPERTS............................................

REGISTRATION STATEMENT.............................

DISTRIBUTION OF THE POLICIES.......................

ADDITIONAL INFORMATION ABOUT
     NATIONWIDE....................................


                                       4
<PAGE>   8

APPENDIX A: OBJECTIVES FOR UNDERLYING
    MUTUAL FUNDS...................................

APPENDIX B: ILLUSTRATIONS OF SURRENDER CHARGES.....

APPENDIX C: ILLUSTRATIONS OF CASH VALUES,
   CASH SURRENDER VALUES, AND DEATH
   BENEFITS........................................



                                       5
<PAGE>   9


SUMMARY OF POLICY EXPENSES

Nationwide deducts certain charges from the policy. Charges are made for
administrative and sales expenses, providing life insurance protection, and
assuming the mortality and expense risks.

Nationwide deducts a sales load and a premium expense charge from premium
payments. The current sales load is 0.5% of each premium payment and is
guaranteed never to exceed 2.5% of each premium payment. The premium expense
charge is approximately 3.5% of premiums for all states (see "Sales Load" and
"Premium Expense Charge").

Nationwide deducts the following charges from the cash value of the policy:

-        monthly cost of insurance;
-        monthly cost of any additional benefits provided by riders to the
         policy;
-        administrative expense charge(1): and
-        mortality and expense risk charge(2).

(1) Currently, the administrative expense charge is $10 per month in the
    first year and $5 per month in renewal years. It is guaranteed not to
    exceed $10 per month in the first year and $7.50 in renewal years.

(2) The mortality and expense risk charge is a daily charge equal to an annual
    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.

For policies which are surrendered during the first nine policy years (first
fifteen years in Pennsylvania), Nationwide deducts a surrender charge (see
"Surrender Charges").

For more information about any policy charge, see "Policy Charges" in this
prospectus.



                                       6
<PAGE>   10


                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
             (as a percentage of underlying mutual fund net assets)

<TABLE>
<CAPTION>
                                                                                                               Total
                                                                                                             Underlying
                                                                  Management       Other        12b-1       Mutual Fund
                                                                     Fees        Expenses        Fees         Expenses
<S>                                                                  <C>           <C>          <C>            <C>
Asset Strategy Portfolio                                             0.74%         0.14%        0.24%          1.12%
Balanced Portfolio                                                   0.65%         0.06%        0.24%          0.95%
Bond Portfolio                                                       0.52%         0.06%        0.24%          0.82%
Core Equity Portfolio                                                0.69%         0.02%        0.24%          0.95%
Growth Portfolio                                                     0.69%         0.02%        0.24%          0.95%
High Income Portfolio                                                0.63%         0.05%        0.24%          0.92%
International Portfolio                                              0.82%         0.15%        0.24%          1.21%
Limited-Term Bond Portfolio                                          0.52%         0.15%        0.24%          0.91%
Money Market Portfolio                                               0.44%         0.08%        0.24%          0.76%
Science and Technology Portfolio                                     0.80%         0.06%        0.24%          1.10%
Small Cap Portfolio                                                  0.84%         0.04%        0.24%          1.12%
</TABLE>


The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value in calculating the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.

SYNOPSIS OF THE POLICIES

The policy offered by this prospectus provides for life insurance coverage on
the insured. The death benefit and cash value of the policy may increase or
decrease to reflect the performance of the investment options chosen by the
policy owner (see "Death Benefit Information").

CASH SURRENDER VALUE

If the policy is terminated during the insured's lifetime, a cash surrender
value may be payable under the policy. However, there is no guaranteed cash
surrender value (see "Variation in Cash Value "). The policy will lapse without
value if the cash surrender value falls below what is needed to cover policy
charges. Nationwide will keep the policy in force during the guaranteed policy
continuation period provided premium requirements are met (see "Grace Period and
Guaranteed Policy Continuation Period" and "Minimum Requirements for Policy
Issuance").

PREMIUMS

The minimum initial premium for which a policy may be issued is equal to three
times the initial minimum monthly premium. The initial premium is shown on 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, subject to certain restrictions (see "Premium Payments").

TAXATION

The policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code. Nationwide will
monitor compliance with the tests provided by Section 7702 to insure the
policies continue to receive this favored tax treatment (see "Tax Matters").

NONPARTICIPATING POLICIES

The policies are nonparticipating policies on which no dividends are payable.
The policies do not share in the profits or surplus earnings of Nationwide.

RIDERS

A rider may be added to the policy (availability varies by state).


                                       7
<PAGE>   11

Riders currently include:

-      Maturity Extension Endorsement (not available in New York);
-      Spouse Rider;
-      Child Rider;
-      Waiver of Monthly Deductions Rider;
-      Accidental Death Benefit Rider;
-      Additional Protection Rider (not available in New York); and
-      Change of Insured Rider.

POLICY CANCELLATION

Policy owners may return the policy for any reason within certain time periods
and Nationwide will refund the policy value or the amount required by law. In
New York, Nationwide will refund any premiums paid (see "Right to Revoke").

NATIONWIDE LIFE INSURANCE
COMPANY

Nationwide is a stock life insurance company organized under the laws of the
State of Ohio in March 1929. It is a member of the Nationwide group with its
home office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is a
provider of life insurance, annuities and retirement products. It is admitted to
do business in all states, the District of Columbia and Puerto Rico.

CUSTODIAN OF ASSETS

Nationwide serves as the custodian of the assets of the variable account.

OTHER CONTRACTS ISSUED BY NATIONWIDE

Nationwide 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 Nationwide.


WADDELL & REED, INC.

The policies are distributed by Waddell & Reed, ("Waddell & Reed") Inc., located
at 6300 Lamar Ave., Overland Park, KS 66202.


INVESTING IN THE POLICY

THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS


Nationwide VLI Separate Account-5 is a separate account that invests in the
underlying mutual fund options listed in Appendix A. Nationwide established the
separate account on May 21, 1998, pursuant to Ohio law. Although the separate
account is registered with the SEC as a unit investment trust pursuant to the
Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise the
management of Nationwide or the variable account.


Income, gains, and losses credited to, or charged against the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and in general are not chargeable with
liabilities incurred in any other business of Nationwide. Nationwide is
obligated to pay all amounts promised to policy owners under the policies.

The variable account is divided into sub-accounts. Policy owners elect to have
net premiums allocated among the sub-accounts and the fixed account at the time
of application.

Nationwide uses the assets of each sub-account to buy shares of the underlying
mutual funds based on policy owner instructions. A policy's investment
performance depends upon the performance of the underlying mutual fund options
chosen by the policy owner.

Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.

Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. They are only available as investment options in variable life insurance
policies or variable annuity contracts issued by life insurance companies or, in
some cases, through participation in certain qualified pension or retirement
plans.


                                       8
<PAGE>   12

The investment advisers of the underlying mutual funds may manage publicly
traded mutual funds with similar names and objectives. However the underlying
mutual funds are NOT directly related to any publicly traded mutual fund. Policy
owners should not compare the performance of a publicly traded fund with the
performance of underlying mutual funds participating in the variable account.
The performance of the underlying mutual funds could differ substantially from
that of any publicly traded funds.

Changes of Investment Policy

Nationwide may materially change the investment policy of the variable account.
Nationwide must inform 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 Nationwide'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
Nationwide. 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 the change to make the conversion.
Nationwide 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 the conversion.

Voting Rights

Policy owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote policy owner shares at
special shareholder meetings based on policy owner instructions. However, if the
law changes allowing Nationwide to vote in its own right, it may elect to do so.

Policy owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholder's vote as soon as possible prior to
the shareholder meeting. Notification will contain proxy materials, and a form
to return to Nationwide with voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.

The number of shares which a policy owner may vote is determined by dividing the
cash value of the amount they have allocated to an underlying mutual fund by the
net asset value of that underlying mutual fund. Nationwide will designate a date
for this determination not more than 90 days before the shareholder meeting.

Material Conflicts

The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more of the other separate accounts in which these underlying mutual
funds participate.

Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the contract owners and those of other companies.
If a material conflict occurs, Nationwide will take whatever steps are necessary
to protect contract owners and variable annuity payees, including withdrawal of
the variable account from participation in the underlying mutual fund(s)
involved in the conflict.

Substitution of Securities

Nationwide may substitute, eliminate and/or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occur:

     (1) shares of a current underlying mutual fund option are no longer
         available for investment; or

     (2) further investment in an underlying mutual fund option is
         inappropriate.


                                       9
<PAGE>   13

No substitution, elimination, and/or combination of shares may take place
without the prior approval of the SEC

THE FIXED ACCOUNT

The fixed account is an investment option that is funded by assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks.

Under exemptive and exclusionary provisions, Nationwide's general account has
not been registered under the Securities Act of 1933 and has not been registered
as an investment company under the Investment Company Act of 1940. Accordingly,
neither the general account nor any interest therein is subject to the
provisions of these Acts. Nationwide has been advised that the staff of the SEC
has not reviewed the disclosures in this prospectus relating to the fixed
account. 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.

Premium payments will be allocated to the fixed account by election of the
policy owner.

The investment income earned by the fixed account will be allocated to the
policies at varying rate(s) set by Nationwide. The guaranteed rate for any
premium payment will be effective for not less than twelve months. Nationwide
guarantees that the rate will not be less than 3.0% per year.

Any interest in excess of 3.0% will be credited to fixed account allocations at
Nationwide's sole discretion. The policy owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
3.0% for any given year.

New premium payments deposited to the contract which are allocated to the fixed
account may receive a different rate of interest than amounts transferred from
the sub-accounts to the fixed account and amounts maturing in the fixed account.

INFORMATION ABOUT THE POLICIES

MINIMUM REQUIREMENTS FOR POLICY ISSUANCE

This policy provides life insurance coverage with the flexibility to vary the
amount and frequency of premium payments. Minimum requirements for policy
issuance include:

     - the insured must be 80 or younger;

     - Nationwide may require satisfactory evidence of insurability (including a
       medical exam); and

     - a minimum specified amount of $50,000 for non-preferred policies
       ($100,000 for non-preferred policies in Pennsylvania, New Jersey, Texas
       Alabama and New York) and $100,000 for preferred policies.

PREMIUM PAYMENTS

Each premium payment must be at least $50. The initial premium is payable in
full at Nationwide's home office or to an authorized agent of Nationwide.

Upon payment of the initial premium, temporary insurance may be provided.
Issuance of the continuing 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.

Additional premium payments may be made at any time while the policy is in
force, subject to the following conditions:

     - Nationwide may require satisfactory evidence of insurability before
       accepting any additional premium payment which results in an increase in
       the net amount at risk.

     - 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 that the policy remain


                                       10
<PAGE>   14

       in force. (The minimum monthly premiums are shown in the policy data
       page.)

     - Premium payments in excess of the premium limit established by the IRS to
       qualify the policy as a contract for life insurance will be refunded.

     - Nationwide may require policy indebtedness be repaid prior to accepting
       any additional premium payments.

Additional premium payments or other changes to the policy may jeopardize the
policy's non-modified endowment status. Nationwide will monitor premiums paid
and other policy transactions and will notify the policy owner when non-modified
endowment contract status is in jeopardy.

Nationwide will send scheduled premium payment reminder notices to policy owners
according to the premium mode shown on the policy data page.

PRICING

Premiums will not be priced when the New York Stock Exchange is closed or on the
following nationally recognized holidays:

-        New Year's Day            -        Independence Day
-        Martin Luther King, Jr.   -        Labor Day Day
-        Presidents' Day           -        Thanksgiving
-        Good Friday               -        Christmas
-        Memorial Day

Nationwide also will not price premiums if:

  (1) trading on the New York Stock Exchange is restricted;

  (2) an emergency exists making disposal or valuation of securities held in the
      variable account impracticable; or

  (3) the SEC, by order, permits a suspension or postponement for the protection
      of security holders.

Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist. If Nationwide is closed on days when the New York Stock
Exchange is open, policy value may be affected since the policy owner would not
have access to their account.

POLICY CHARGES

SALES LOAD

Nationwide deducts a sales load from each premium payment received. It is
guaranteed never to exceed 2.5% of each premium payment. Currently, for all
policy years the sales load is 0.5% of each premium payment.

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.

TAX EXPENSE CHARGES

A charge equal to 3.5% is deducted from all premium payments when the premium
payments are received in order to compensate Nationwide for certain
administrative expenses which are incurred by Nationwide for taxes, which
include premium or other taxes imposed by various state and local jurisdictions,
as well as federal taxes imposed under Section 848 of the Internal Revenue Code.
These tax expenses consist of two components:

  (1) a tax rate of 2.25% for state and local premium or other taxes; and

  (2) a tax rate of 1.25% for federal taxes.

The amount charged may be more or less than the amount actually assessed by the
state in which a particular policy owner lives.

Nationwide does not expect to make a profit from these charges.

SURRENDER CHARGES

Nationwide deducts a surrender charge from the cash value of any policy
surrendered during the first nine years (first fifteen years in Pennsylvania).
The charge is deducted proportionally from the cash value in each sub-account
and the fixed account.

The maximum initial surrender charge varies by issue age, sex, specified amount
and underwriting classification. The surrender charge is calculated based on the
initial specified amount. The following tables illustrate the maximum initial
surrender charge per $1,000 of initial specified amount for policies which are
issued on a standard basis (see Appendix B for specific examples).


                                       11
<PAGE>   15

                   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
</TABLE>

* Specified amounts of less than $100,000 are not available in New York or New
  Jersey.

                       INITIAL SPECIFIED AMOUNT $100,000+

<TABLE>
<CAPTION>
       ISSUE     MALE        FEMALE       MALE       FEMALE
        AGE   NON-TOBACCO  NON-TOBACCO  STANDARD    STANDARD
<S>           <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:

                       $1,000 OF INITIAL SPECIFIED AMOUNT
<TABLE>
<CAPTION>

               ISSUE     SPECIFIED AMOUNTS     SPECIFIED AMOUNTS
                AGE     LESS THAN $100,000*     $100,000 OR MORE
<S>                         <C>                     <C>
                0-35           $6.00                   $4.00
                36-55          $7.50                   $5.00
                56-80          $7.50                   $6.50
</TABLE>

* Specified amounts of less than $100,000 are not available in New York or New
  Jersey.

The underwriting component is designed to cover the administrative expenses
associated with underwriting and issuing policies, including the costs of:

  - processing applications;

  - conducting medical exams;

  - determining insurability and the insured's underwriting class; and

  - establishing policy records.

The remainder of the surrender charge that is not attributable to the
underwriting component represents the sales component. In no event will this
component exceed 26.5% 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 Nationwide for some of the expenses
incurred in the distribution of the policies. Nationwide also deducts 0.5% of
each premium payment for sales load.

The surrender charge may be insufficient to recover certain expenses related to
the sale of the policies. Unrecovered expenses are borne by Nationwide's general
assets which may include profits, if any, from mortality and expense risk
charges. Additional premiums and/or income earned on assets in the variable
account have no effect on these charges.

Increases in Specified Amount

Policies surrendered during the first nine policy years (first fifteen policy
years in Pennsylvania) 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 that do not change
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.

The following table illustrates the maximum initial surrender charge per $1,000
of specified amount increase for policies increasing coverage on a standard
basis. This charge reflects both the underwriting and sales component.


                                       12
<PAGE>   16

<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
   75        20.787       17.389      24.236     18.682
   80        27.309       23.309      30.707     24.647
</TABLE>

Reduction in Specified Amount

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 last in first out ("LIFO") basis and therefore
decrease each segment in reverse order of its effective date.

Decreases in the specified amount resulting from a partial surrender or a death
benefit option change that do not change the net amount risk will not incur a
proportional surrender charge.

Reductions to Surrender Charges

Surrender charges are reduced in subsequent policy years as follows:

<TABLE>
<CAPTION>

      COMPLETED           SURRENDER CHARGE AS A % OF
    POLICY YEARS           INITIAL SURRENDER CHARGES
<S>                              <C>
          0                         100%
          1                         100%
          2                          90%
          3                          80%
          4                          70%
          5                          60%
          6                          50%
          7                          40%
          8                          30%
          9+                          0%
</TABLE>

The 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
B).

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. This
deduction is charged proportionately to the cash value in each sub-account and
the fixed account.

If death benefit Option 1 or Option 3 (Option 3 is not available in New York) is
in effect and there have been increases in the specified amount, then the cash
value will first be considered a part of the initial specified amount. If the
cash value exceeds the initial specified amount, it will 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.

Mortality tables are unisex for:

  - policies issued in the State of Montana;

  - group or sponsored arrangements (including employees of Nationwide and their
    family members); and


                                       13
<PAGE>   17

  - special exchange programs which Nationwide may make available from time to
    time.

The rate class of an insured may affect the cost of insurance rate. Nationwide
currently places insureds into both standard rate classes and substandard rate
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. Nationwide 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

Nationwide deducts an administrative expense charge proportionately from the
cash value in each sub-account and the fixed account on a monthly basis. This
charge reimburses Nationwide for certain actual expenses related to the
maintenance of the policies including accounting and record keeping, and
periodic reporting to policy owners. Nationwide does not expect to recover any
amount in excess of aggregate maintenance expenses from this charge. Currently,
this charge is $10 per month in the first year, and $5 per month in renewal
years. Nationwide may, at its sole discretion, increase this charge. However,
Nationwide 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

Nationwide assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risk 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, Nationwide assumes risks associated with the non-recovery
of policy issue, underwriting and other administrative expenses due to policies
that lapse or are surrendered in the early policy years.

Nationwide deducts the mortality and expense risk charge from the variable
account on a monthly basis. Mortality and expense risk deductions will be
charged proportionally to the cash value in each sub-account. The mortality and
expense risk charge compensates Nationwide for assuming risks associated with
mortality and administrative costs. The charge is charged on a daily basis and
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. Policy owners receive quarterly
and annual statements advising policy owners of the cancellation of accumulation
units for mortality and expense risk charges.

These charges are all guaranteed. Nationwide may realize a profit from this
charge.

INCOME TAX

No charge is assessed to policy owners for income taxes incurred by Nationwide
as a result of the operations of the sub-accounts. However, Nationwide reserves
the right to assess a charge for income taxes against the variable account if
income taxes are incurred.

REDUCTION OF CHARGES

The policy is available for purchase by individuals, corporations and other
groups. Nationwide may reduce or eliminate certain charges (sales load,
surrender charge, monthly administrative charge, monthly cost of insurance
charge, or other charges) where the size or nature of the group results in
savings in sales, underwriting, administrative or other costs, to Nationwide.
These charges may be reduced in certain group, sponsored arrangements or special
exchange programs made available by Nationwide (including employees of
Nationwide and their families).

Eligibility for reduction in charges and the amount of any reduction is
determined by a number of factors, including:


                                       14
<PAGE>   18

  - 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 are rationally related to the expected
    reduction in expenses.

The extent and nature of reductions may change from time to time. The charge
structure may vary. Variations are determined in a manner not unfairly
discriminatory to policy owners which reflects differences in costs of services.

SURRENDERING THE POLICY FOR CASH

SURRENDER (REDEMPTION)

Policies may be surrendered for the cash surrender value any time while the
insured is living. The cancellation will be effective as of the date Nationwide
receives the policy accompanied by a signed, written request for cancellation.
In some cases, Nationwide 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 Nationwide 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.

Partial surrenders are permitted if they satisfy the following requirements:

  (1) the minimum partial surrender is $200;

  (2) partial surrenders 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.

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
partial surrender is treated as a preferred partial surrender.

Preferred Partial Surrenders

A partial surrender is considered a preferred partial surrender if the following
conditions are met:

  (1) the 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 in the case of a preferred

                                       15
<PAGE>   19

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.

Nationwide reserves the right to deduct a fee from the partial surrender amount.
The maximum fee is $25 or 5% of the partial surrender amount, whichever is less.
Preferred partial surrenders are not subject to this fee. Certain partial
surrenders may result in currently taxable income and tax penalties.

INCOME TAX WITHHOLDING

Federal law requires Nationwide to withhold income tax from any portion of
surrender proceeds subject to tax. Nationwide will withhold income tax unless
the policy owner advises Nationwide, in writing, of his or her request not to
withhold. If a policy owner requests that taxes not be withheld, or if the taxes
withheld are insufficient, the policy owner may be liable for payment of an
estimated tax. Policy owners should consult a 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 policy.

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.

VARIATION IN CASH VALUE

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.

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
Nationwide and received at Nationwide's home office. Once received, the change
will be effective when signed. The change will not affect any payment made or
action taken by Nationwide before it was received. Nationwide may require that
the policy be submitted for endorsement before making a change.

If the policy owner is other than the insured, 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) will 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 Nationwide and received at
Nationwide's home office. Once received, the change will be effective when


                                       16
<PAGE>   20

signed. The change will not affect any payment made or action taken by
Nationwide before it was received.

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 insured, the death proceeds will be paid to the
policy owner or the policy owner's estate.

CHANGES IN EXISTING INSURANCE COVERAGE

The policy owner may request certain changes in the insurance coverage under the
policy. Requests must be in writing and received by Nationwide. 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) the age at the time of increase must satisfy the same age requirements
        as new issues.

Any approved increase will have an effective date of the monthly anniversary day
on or next following the date Nationwide approves the supplemental application.
Nationwide reserves the right to limit the number of specified amount increases
to one each policy year.

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 Nationwide receives the request.
Any such decrease shall reduce the 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.

Nationwide reserves the right to limit the number of specified amount decreases
to one each policy year. Nationwide 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.

OPERATION OF THE POLICY

ALLOCATION OF NET PREMIUM AND CASH VALUE

Nationwide allocates premium payments to sub-accounts or the fixed account, as
instructed by policy owners. All percentage allocations must be in whole
numbers, and must be at least 1%. The sum of allocations must equal 100%. Future
premium allocations may be changed by giving written notice to Nationwide.


Premiums allocated to a sub-account on the application are allocated to the W&R
Target Funds, Inc. - Money Market Portfolio during the period the policy owner
may cancel the policy, unless a specific state requires premiums to be allocated
to the fixed account. (In New York, premiums are allocated to either the W&R
Target Funds, Inc. - Money Market Portfolio or the fixed account based on the
policy owner's election.) At the expiration of this period, the premiums are
used to purchase shares of the underlying mutual funds specified by the policy
owner 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. Changes are subject to the terms and
conditions imposed by each underlying mutual fund and those found in this


                                       17
<PAGE>   21

prospectus. Net premiums allocated to the fixed account at the time of
application may not be transferred from the fixed account prior to the first
policy anniversary (see "Transfers").

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

The accumulation unit value for a 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 for the
subsequent valuation period. Though the number of accumulation units will not
change as a result of investment experience, the value of an accumulation unit
may increase or decrease from valuation period to valuation period.

NET INVESTMENT FACTOR

The net investment factor for any valuation period is determined by dividing (a)
by (b) where:

(a) is:

    (1) the net asset value per share of the underlying mutual fund held in the
        sub-account as of the end of the current valuation period; and

    (2) the per share amount of any dividend or income distributions made by the
        underlying mutual fund (if the ex-dividend date occurs during the
        current valuation period); and

(b) is the net asset value per share of the underlying mutual fund determined as
    of the end of the immediately preceding valuation period.

The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. Currently, Nationwide does not
maintain a tax reserve with respect to the policies since income with respect to
the underlying mutual funds is not taxable to Nationwide or the variable
account. Nationwide reserves the right to adjust the calculation of the net
investment factor to reflect a tax reserve should such income of other items
become taxable to Nationwide. 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 the deduction for mortality
and expense risk charge, and any charge or credit for tax reserves.

DETERMINING THE CASH VALUE

The cash value is the sum of the value of all variable account accumulation
units attributable to the policy plus amounts credited to the fixed account and
the policy loan account. Nationwide will determine the value of the assets in a
variable account at the end of each valuation day. The cash value will be
determined at least monthly.

The number of accumulation units credited to each sub-account is 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 Nationwide. 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 Nationwide periodically
declares. The annual effective rate will never be less than 3%. (For a
description of the annual effective credited rates, see "The Fixed Account" and
"Policy Loans.") Upon request, Nationwide will inform the policy owner of the
then applicable rates for each account.

TRANSFERS

Policy owners can transfer allocations without penalty or adjustment subject to
the following conditions:

    -   Nationwide reserves the right to restrict transfers between the fixed
        account and the sub-accounts to one per policy year.

    -   transfers made to the fixed account may not be made in the first policy
        year.


                                       18
<PAGE>   22

    -   Nationwide 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 (subject
        to state restrictions). Policy owners who have entered into Dollar Cost
        Averaging agreements with Nationwide may transfer under the terms of
        that agreement.

    -   Nationwide 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.

    -   Nationwide reserves the right to refuse a transfer to the fixed account
        if the fixed account value is greater than or equal to 30% of the total
        policy value.

Transfer Requests

Nationwide will accept transfer requests in writing or in those states that
allow, over the telephone. Nationwide will use reasonable procedures to confirm
that telephone instructions are genuine and will not be liable for following
instructions it reasonably determined to be genuine. Nationwide may withdraw the
telephone exchange privilege upon 30 days written notice to policy owners.

Market-Timing Firms

Some policy owners may use market-timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market- timing firms will submit transfer requests on behalf of
multiple policy owners at the same time. Sometimes this can result in unusually
large transfers of funds. These large transfers might interfere with the ability
of Nationwide or the underlying mutual fund to process transactions. This can
potentially disadvantage policy owners not using market-timing firms. To avoid
this, Nationwide may modify the transfer rights of policy owners who use
market-timing firms (or other third parties) to initiate transfers on their
behalf.

The transfer rights of individual policy owners will not be modified in any way
when instructions are submitted directly by the policy owner, or by the policy
owner's representative (as authorized by the execution of a valid Nationwide
Limited Power of Attorney Form).

To protect policy owners, Nationwide may refuse transfer requests:

    -   submitted by any agent acting under a power of attorney on behalf of
        more than one policy owner; or

    -   submitted on behalf of individual policy owners who have executed
        pre-authorized 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.

Nationwide will not restrict transfer rights unless Nationwide believes it to be
necessary for the protection of all policy owners.

RIGHT TO REVOKE

A policy owner may cancel the policy by returning it by the latest of:

    -   10 days after receiving the policy;

    -   45 days after signing the application; or

    -   10 days after Nationwide delivers a Notice of Right of Withdrawal.

The policy can be mailed to the registered representative who sold it, or
directly to Nationwide.

Returned policies are deemed void from the beginning. Nationwide will refund the
amount prescribed by the state in which the policy was issued within seven days
after it receives the policy. (In New York, Nationwide will refund any premiums
paid.) The refunded policy value will reflect the deduction of any policy
charges, unless otherwise required by law. This right varies by state.


                                       19
<PAGE>   23

POLICY LOANS

TAKING A POLICY LOAN

The policy owner may take a policy loan at any time using the policy as
security. In states other than New York, 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. In New York,
maximum policy indebtedness is limited to 90% of the cash value attributable to
the fixed account, policy loan account, and variable account, less any surrender
charges. Nationwide will not grant a loan for an amount less than $200. Policy
indebtedness will be deducted from the death benefit, cash surrender value upon
surrender, or the maturity proceeds.

Any request for a policy loan must be in written form. The request must be
signed. Certain policy loans may result in currently taxable income and tax
penalties.

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 the payments necessary to prevent
the policy from lapsing will increase with age.

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 the
sub-accounts will be made in proportion to the assets in each sub-account at the
time of the loan. Policy loans will be transferred from the fixed account only
when sufficient amounts are not available in the 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. Nationwide
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.

If 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, Nationwide 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 Nationwide 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 the 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 provision is not in effect,
Nationwide will send a notice to the policy owner and the assignee, if any. The


                                       20
<PAGE>   24

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. Alternatively, if the
policy is in the guaranteed policy continuation period, a payment which will
bring the guaranteed policy continuation provision into effect will be
considered sufficient if such an amount is less than the premium required to
bring the cash surrender value to zero and cover 3 months of deductions.

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.

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 premium payment,
rather than a loan repayment, must be identified as such. Loan repayments will
be credited to the 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. Nationwide 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.

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
received at Nationwide's home office. Prior to being received, assignments will
not affect any payments made or actions taken by Nationwide. Nationwide is not
responsible for any assignment not submitted, nor is Nationwide responsible for
the sufficiency of any assignment. Assignments are subject to any indebtedness
owed to Nationwide before being received.

POLICY OWNER SERVICES

DOLLAR COST AVERAGING

Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from the fixed account and/or certain sub-accounts into other
sub-accounts. This program is not available in the State of New York. Nationwide
does not guarantee that this program will result in profit or protect policy
owners from loss.


Policy owners direct Nationwide to automatically transfer specified amounts from
the fixed account and the Money Market Portfolio.


Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the policy owner instructs Nationwide in
writing to stop the transfers.

Transfers from the fixed account must be equal to or less than 1/30th of the
fixed account value at the time the program is requested.

Nationwide reserves the right to stop establishing new Dollar Cost Averaging
programs. Nationwide reserves the right to assess a processing fee for this
service.

DEATH BENEFIT INFORMATION

CALCULATION OF THE DEATH BENEFIT

At issue, the policy owner irrevocably elects either of the following tests
qualifying the policy as life insurance under Section 7702 of the Internal
Revenue Code: (1) the guideline premium/cash value corridor test; or (2) the
cash value


                                       21
<PAGE>   25

accumulation test. The cash value accumulation test is not available on policies
issued for delivery in the State of New York.

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.

In states other than New York, the policy owner may choose one of three death
benefit options. In New York, only death benefit Options 1 and 2 are available.

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, see the illustrations in
Appendix C.

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.

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 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.

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 Internal Revenue 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 Internal Revenue
Code where the policy owner has selected guideline premium/cash value corridor
test.

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. Only one change of death benefit option is permitted per policy
year. The effective date of a change will be the monthly anniversary day
following the date the change is approved by Nationwide.

In order for any change in the death benefit option to become effective, the
cash surrender value, after a change, must be sufficient to keep the policy in
force for at least three months.

Nationwide will adjust the specified amount so 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 Internal Revenue 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").

INCONTESTABILITY

Nationwide 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, Nationwide 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.


                                       22
<PAGE>   26

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 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, Nationwide 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, Nationwide will pay no more
than the amount paid for the additional benefit.

MATURITY PROCEEDS

The maturity date is the policy anniversary on or next following the insured's
100th birthday. If the policy is still in force, maturity proceeds are payable
to the policy owner on the maturity date. Maturity proceeds are equal to the
amount of the policy's cash value, less any indebtedness.

EXCHANGE RIGHTS

The policy owner may exchange the policy for a flexible premium adjustable life
insurance policy offered by Nationwide 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.

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, Nationwide will pay
the excess to the policy owner in cash. The exchange may be subject to federal
income tax withholding (see "Income Tax Withholding").

GRACE PERIOD AND GUARANTEED
POLICY CONTINUATION PERIOD

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 the lesser of at least three times the current monthly deduction and
the premium required to bring the guaranteed policy continuation provision back
into effect. Nationwide 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 Nationwide by the end of the grace period, the policy will lapse
without value. If death proceeds become payable during the grace period,
Nationwide will pay the death proceeds.

GUARANTEED POLICY CONTINUATION PERIOD

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


                                       23
<PAGE>   27

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.

This provision is subject to state insurance restrictions. In New York, 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 62, the guaranteed policy continuation period is 3
policy years. In Texas, the guaranteed policy continuation period is 9 policy
years for all issue ages. In Massachusetts, the guaranteed policy continuation
period is 5 policy years for all issue ages.

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 Nationwide;

    (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, or, if the policy is in the guaranteed policy
        continuation period, paying the lesser of (a) and (b) where:

        (a) is premium sufficient to keep the policy in force for 3 months from
            the date of reinstatement; and

        (b) is premium sufficient to bring the guaranteed policy continuation
            provision into effect; and

    (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
Nationwide. If the 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.

Amounts allocated to underlying mutual funds at the start of the grace period
will be reinstated, unless the policy owner provides otherwise.

TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Internal Revenue Code provides that if certain tests are
met, a policy will be treated as a life insurance policy for federal tax
purposes. Nationwide 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 Internal Revenue
Code.

Section 7702A of the Internal Revenue 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 Internal
Revenue Code states that taxation of surrenders, partial surrenders, loans,
collateral assignments and other pre-death distributions from modified endowment
contracts (other than certain distributions to terminally 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 Internal
Revenue 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.


                                       24
<PAGE>   28

A 10% tax penalty generally applies to the taxable portion of such distributions
unless the policy owner is over age 59 1/2, disabled, or the distribution is
part of an annuity to the policy owner as defined in the Internal Revenue Code.
Under certain circumstances, certain distributions made under a policy on the
life of a "terminally ill individual", as that term is defined in the Internal
Revenue Code, are excludable from gross income.

The policies offered by this prospectus may or may not be issued as modified
endowment contracts. Nationwide 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 policy owner
pursuant to Section 7702(f)(7) of the Internal Revenue 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 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 Internal
Revenue Code.

In addition to meeting the tests required under Section 7702, Section 817(h) of
the Internal Revenue 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 Nationwide pays an amount to
the IRS. 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 IRS 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 U.S. 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 Internal Revenue
Code, Nationwide will take whatever steps are available to remain in compliance.

Nationwide 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.

WITHHOLDING

Distributions of income from a modified endowment contract are subject to
federal income tax withholding; however, the recipient may elect not to have the
withholding taken from the distribution. A distribution of income from a
modified endowment contract may be subject to mandatory back-up withholding
(which cannot be waived). The mandatory back-up withholding rate is 31% of the
income that is distributed and will arise of no taxpayer identification number
is provided to Nationwide, or if the IRS notifies Nationwide that back-up
withholding is required.

FEDERAL ESTATE AND GENERATION-SKIPPING TRANSFER TAXES

The federal estate tax is integrated with the

                                       25
<PAGE>   29

federal gift tax under a unified tax rate schedule. In general, in 2000, an
estate of less than $625,000 (inclusive of certain pre-death 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
insured'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.
Secretary of the Treasury, Nationwide may be required to withhold a portion of
the death proceeds and pay them directly to the IRS 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

Pre-death distributions from modified endowment contracts 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. Nationwide is
required to withhold such amount from the distribution and remit it to the IRS.
Distributions to certain NRAs may be 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 Nationwide sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the IRS. In
addition, the NRA must obtain an individual taxpayer identification number from
the IRS, and furnish that number to Nationwide prior to the distribution. If
Nationwide does not have the proper proof of citizenship or residency and a
proper individual taxpayer identification number prior to any distribution,
Nationwide will be required to withhold 30% of the income, regardless of any
treaty provision.

A pre-death distribution may not be subject to withholding where the recipient
sufficiently establishes to Nationwide 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 includible 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 no 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 NATIONWIDE

Nationwide is taxed as a life insurance company under the Internal Revenue Code.
Since the variable account is not a separate entity from Nationwide and its
operations form a part of Nationwide, it will not be taxed separately as a
"regulated investment company" under Sub-chapter M of the Internal Revenue Code.
Investment income and realized capital gains on the assets of the variable
account are reinvested



                                       26
<PAGE>   30

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.

Nationwide 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, Nationwide 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.

Nationwide 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 Nationwide's understanding of
federal tax laws as they are currently interpreted by the IRS, is general and is
not intended as tax advice.

The Internal Revenue 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 future proposals, 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 proceeds, 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, or 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.

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.

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 and women. 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.

STATE REGULATION

Nationwide 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
Nationwide for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic



                                       27
<PAGE>   31

examination to determine Nationwide's contract liabilities and reserves so that
the Insurance Department may certify the items are correct. Nationwide'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, Nationwide is subject to regulation under the insurance laws of other
jurisdictions in which it may operate.

REPORTS TO POLICY OWNERS

Nationwide will mail to the policy owner at the last known address of record:

    -   an annual statement containing: the amount of the current death benefit,
        cash value, cash surrender value, premiums paid, monthly charges
        deducted, amounts invested in the fixed account and the sub-accounts,
        and policy indebtedness;

    -   annual and semi-annual reports containing all applicable information and
        financial statements or their equivalent, which must be sent to the
        underlying mutual fund beneficial shareholders as required by the rules
        under the Investment Company Act of 1940 for the variable account; and

    -   statements of significant transactions, such as changes in specified
        amount, changes in death benefit options, changes in future premium
        allocations, transfers among sub-accounts, premium payments, loans, loan
        repayments, reinstatement and termination.

ADVERTISING

Nationwide is 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
Nationwide. The ratings are not intended to reflect the investment experience or
financial strength of the variable account. Nationwide may advertise these
ratings from time to time. In addition, Nationwide may include in certain
advertisements, endorsements in the form of a list of organizations, individuals
or other parties which recommend Nationwide or the policies. Furthermore,
Nationwide 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

Nationwide 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 Nationwide.

In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance and
annuity pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.

In November 1997, two plaintiffs, one who was the owner of a variable life
insurance contract and the other who was the owner of a variable annuity
contract, commenced a lawsuit in a federal court in Texas against Nationwide
Life Insurance Company and the American Century group of defendants (Robert
Young and David D. Distad v. Nationwide Life Insurance Company et al.). In this
lawsuit, plaintiffs sought to represent a class of variable life insurance
contract owners and variable annuity contract owners whom they claim were
allegedly misled when purchasing these variable contracts into believing that
the performance of their underlying mutual fund option managed by American
Century, whose shares may only be purchased by insurance companies, would track
the performance of a mutual fund, also managed by American Century, whose shares
are publicly traded. The amended complaint seeks unspecified compensatory and
punitive damages. On April 27, 1998, the District Court denied, in part, and
granted, in part, motions to dismiss the complaint filed by Nationwide and
American Century. The remaining claims against Nationwide allege securities
fraud, common law fraud, civil conspiracy, and breach


                                       28
<PAGE>   32

of contract. The District Court, on December 2, 1998, issued an order denying
plaintiffs' motion for class certification and the appeals court declined to
review the order denying class certification upon interlocutory appeal. On June
11, 1999, the District Court denied the plaintiffs' motion to amend their
complaint and reconsider class certification. In January 2000, Nationwide and
American Century settled this lawsuit now limited to the claims of the two named
plaintiffs. On February 9, 2000, the court dismissed this lawsuit with
prejudice.

On October 29, 1998, Nationwide was named in a lawsuit filed in Ohio state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other things, add Marcus Shore as a second plaintiff. The amended
complaint is brought as a class action on behalf of all persons who purchased
individual deferred annuity contracts or participated in group annuity contracts
sold by Nationwide and the other named Nationwide affiliates which were used to
fund certain tax-deferred retirement plans. The amended complaint seeks
unspecified compensatory and punitive damages. No class has been certified. On
June 11, 1999, Nationwide and the other named defendants filed a motion to
dismiss the amended complaint. On March 8, 2000, the court denied the motion to
dismiss the amended complaint filed by Nationwide and other named defendants.
Nationwide intends to defend this lawsuit vigorously.

There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.


The general distributor, Waddell & Reed, Inc., is not engaged in any litigation
of any material nature.


REGISTRATION STATEMENT

A registration statement has been filed with the SEC 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, Nationwide, 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.


EXPERTS

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


DISTRIBUTION OF THE POLICIES


The policies will be sold by licensed insurance agents in those states where the
policies may lawfully be sold. Agents are 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, Waddell & Reed, Inc.
Waddell & Reed, Inc. was organized as a Delaware corporation in 1981.

Waddell & Reed, Inc. acts as general distributor for the following investment
companies:


WADDELL & REED ADVISORS FUNDS
WADDELL & REED ADVISORS FUNDS, INC.*

-        Waddell & Reed Advisors Accumulative Fund
-        Waddell & Reed Advisors Bond Fund
-        Waddell & Reed Advisors Income Fund
-        Waddell & Reed Advisors Science and Technology Fund


                                       29
<PAGE>   33
-        Waddell & Reed Advisors Asset Strategy Fund, Inc.
-        Waddell & Reed Advisors Cash Management, Inc.
-        Waddell & Reed Advisors Continental Income Fund, Inc.
-        Waddell & Reed Advisors Government Securities Fund, Inc.
-        Waddell & Reed Advisors High Income Fund, Inc.
-        Waddell & Reed Advisors High Income Fund II, Inc.
-        Waddell & Reed Advisors International Growth Fund, Inc.
-        Waddell & Reed Advisors Municipal Bond Fund, Inc.
-        Waddell & Reed Advisors Municipal High Income Fund, Inc.
-        Waddell & Reed Advisors New Concepts Fund, Inc.
-        Waddell & Reed Advisors Retirement Shares, Inc.
-        Waddell & Reed Advisors Small Cap Fund, Inc.
-        Waddell & Reed Advisors Tax-Managed Equity Fund, Inc.
-        Waddell & Reed Advisors Vanguard Fund, Inc.

W&R FUNDS, INC.*

-        Asset Strategy Fund
-        International Growth Fund
-        Large Cap Growth Fund
-        Mid Cap Growth Fund
-        Science and Technology Fund
-        Small Cap Growth Fund
-        Tax-Managed Equity Fund
-        Total Return Fund

W&R TARGET FUNDS, INC.

-        Asset Strategy Portfolio
-        Balanced Portfolio
-        Bond Portfolio
-        Core Equity Portfolio
-        Growth Portfolio
-        High Income Portfolio
-        Income Portfolio
-        International Growth Portfolio
-        Large Cap Growth Portfolio
-        Mid Cap Growth Portfolio
-        Science and Technology Portfolio
-        Small Cap Growth Portfolio
-        Tax-Managed Equity Portfolio
-        Total Return Portfolio

* Indicates series fund.

Gross first year commissions paid by Nationwide on the sale of these policies
plus fees for marketing services are not more than 6.75% of the premiums paid.


No underwriting commissions have been paid by Nationwide to Waddell & Reed, Inc.


WADDELL &REED, INC. DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>

                                                                     POSITIONS AND OFFICES
       NAME AND BUSINESS ADDRESS                                        WITH UNDERWRITER
<S>                                                   <C>
 Keith A. Tucker                                                Director, Chairman of the Board
 6300 Lamar Ave.
 Overland Park, KS 66202

 Robert L. Hechler                                       Director, President, Chief Executive Officer,
 6300 Lamar Ave.                                           Principal Financial Officer and Treasurer
 Overland Park, KS 66202

 Henry J. Hermann                                                           Director
 6300 Lamar Ave.
 Overland Park, KS 66202

 Robert J. Williams                                               Executive Vice President and
 6300 Lamar Ave.                                                     National Sales Manager
 Overland Park, KS 66202
</TABLE>



                                       30
<PAGE>   34

<TABLE>
<CAPTION>


                                                                     POSITIONS AND OFFICES
       NAME AND BUSINESS ADDRESS                                        WITH UNDERWRITER
<S>                                                   <C>

 Thomas W. Butch                                                  Executive Vice President and
 6300 Lamar Ave.                                                    Chief Marketing Officer
 Overland Park, KS 66202

 Daniel C. Schulte                                            Senior Vice President, Secretary and
 6300 Lamar Ave.                                                      Chief Legal Officer
 Overland Park, KS 66202
</TABLE>


KEITH A. TUCKER - Chairman of the Board of Directors of the registered
investment companies for which Waddell & Reed, Inc. serves as principal
underwriter; Chairman of the Board of Directors, Chief Executive Officer and
Director of Waddell & Reed Financial, Inc.; President, Chairman of the Board of
Directors and Chief Executive Officer of Waddell & Reed Financial Services,
Inc.; Chairman of the Board of Directors of Waddell & Reed Investment Management
Company, Waddell & Reed, Inc. and Waddell & Reed Services Company; formerly,
President of each of the registered investment companies for which Waddell &
Reed, Inc. serves as principal underwriter; formerly, Chairman of the Board of
Directors of Waddell & Reed Asset Management Company, a former affiliate of
Waddell & Reed Financial, Inc. Date of birth: February 11, 1945.

ROBERT L HECHLER - President and Principal Financial Officer of the registered
investment companies for which Waddell & Reed, Inc. serves as principal
underwriter; Executive Vice President, Chief Operating Officer and Director of
Waddell & Reed Financial, Inc.; Vice President, Chief Operating Officer,
Director and Treasurer of Waddell & Reed Financial Services, Inc.; Executive
Vice President, Principal Financial Officer, Director and Treasurer of WRIMCO;
President, Chief Executive Officer, Principal Financial Officer, Director and
Treasurer of Waddell & Reed, Inc.; Director and Treasurer of Waddell & Reed
Services Company; Chairman, Chief Executive Officer, President and Director of
Fiduciary Trust Company of New Hampshire, an affiliate of Waddell & Reed, Inc.;
Director of Legend Group Holdings, LLC, Legend Advisory Corporation, Legend
Equities Corporation, Advisory Services Corporation, The Legend Group, Inc. and
LEC Insurance Agency, Inc., affiliates of Waddell & Reed Financial, Inc.;
formerly, Vice President of each of the funds in the Fund Complex; formerly,
Director and Treasurer of Waddell & Reed Asset Management Company; formerly,
President of Waddell & Reed Services Company. Date of birth: November 12, 1936.

HENRY J. HERRMANN - Vice President of the registered investment companies for
which Waddell & Reed, Inc. serves as principal underwriter; President, Chief
Investment Officer, and Director of Waddell & Reed Financial, Inc.; Vice
President, Chief Investment Officer and Director of Waddell & Reed Financial
Services, Inc.; Director of Waddell & Reed, Inc.; President, Chief Executive
Officer, Chief Investment Officer and Director of Waddell & Reed Investment
Management Company (WRIMCO); Chairman of the Board of Directors of Austin,
Calvert & Flavin, Inc., an affiliate of WRIMCO; formerly, President, Chief
Executive Officer, Chief Investment Officer and Director of Waddell & Reed Asset
Management Company. Date of birth: December 8, 1942.

ROBERT J. WILLIAMS - Senior Vice President of Waddell & Reed Financial, Inc.;
Vice President and National Sales Manager of Waddell & Reed Financial Services,
Inc.; Executive Vice President and National Sales Manager of Waddell & Reed,
Inc.; President and Director of W & R Insurance Agency, Inc. (and eight other
state-specific insurance agencies). Date of birth: March 21, 1944.



                                       31
<PAGE>   35

THOMAS W. BUTCH - Senior Vice President and Chief Marketing Officer of Waddell &
Reed Financial, Inc.; Executive Vice President and Chief Marketing Officer of
Waddell & Reed, Inc. Date of birth: December 16, 1956.

DANIEL C. SCHULTE - Vice President, Assistant Secretary and General Counsel of
the registered investment companies for which Waddell & Reed, Inc. serves as
principal underwriter; Vice President, Secretary and General Counsel of Waddell
& Reed Financial, Inc.; Senior Vice President, Secretary and Director of Waddell
& Reed Financial Services, Inc. and Waddell & Reed Services Company; Senior Vice
President, Secretary and General Counsel of Waddell & Reed, Inc. and Waddell &
Reed Investment Management Company; Vice President, Secretary and Director of W
& R Insurance Agency, Inc. (and eight other state-specific insurance agencies);
Assistant Secretary and General Counsel of Austin, Calvert & Flavin, Inc. Date
of birth: December 8, 1965.


ADDITIONAL INFORMATION ABOUT NATIONWIDE

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

Nationwide markets its policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.

Nationwide serves as depositor for the following separate investment accounts,
each of which is a registered investment company:

-        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 Variable Account-8;
-        Nationwide Variable Account-9;
-        Nationwide Variable Account-10;
-        Nationwide Variable Account-11;
-        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;
-        Nationwide VLI Separate Account-5;
-        NACo Variable Account;
-        Nationwide DC Variable Account; and the
-        Nationwide DCVA-II.

Nationwide, 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.

Nationwide 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,
Nationwide shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.

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

COMPANY MANAGEMENT

Nationwide and Nationwide Life and Annuity Insurance Company, together with
Nationwide


                                       32
<PAGE>   36

Mutual Insurance Company, Nationwide Mutual Fire Insurance Company, Nationwide
Property and Casualty Insurance Company and Nationwide General Insurance Company
and their affiliated companies comprise the Nationwide group of companies. The
companies listed above have substantially common boards of directors and
officers.

Nationwide Financial Services, Inc. ("NFS") is the sole shareholder of
Nationwide. NFS serves as a holding company for other financial institutions.
Nationwide is the sole owner of Nationwide Life and Annuity Insurance Company.

Each of the directors and officers listed below is a director or officer
respectively of at least one or more of the other major insurance affiliates of
the Nationwide group of companies. Messrs. McFerson, Gasper, Woodward and Ms.
Breit are also trustees of one or more of the registered investment companies
distributed by Nationwide Investment Services Corporation, a registered
broker-dealer affiliated with the Nationwide group of companies.


DIRECTORS OF NATIONWIDE

<TABLE>
<CAPTION>

DIRECTORS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS             POSITIONS AND OFFICES
          ADDRESS                           WITH DEPOSITOR                 PRINCIPAL OCCUPATION
<S>                                     <C>                     <C>
Lewis J. Alphin                                Director
519 Bethel Church Road                                            Farm Owner and Operator, Bell Farms (1)
Mount Olive, NC 28365-6107

A. I. Bell                                     Director           Farm Owner and Operator (1)
4121 North River Road West
Zanesville, OH 43701

Nancy C. Breit                                 Director           Co-owner, Thomas Farms (2)
1767D Westwood Avenue
Alliance, OH 44601

Yvonne M. Curl                                 Director
Xerox Corporation                                                 Senior Vice President and General Manager Public
Suite 200                                                         Sector Worldwide/Document Solutions Group
1401 H Street NW                                                  Operations, Xerox Corporation (2)
Washington, DC 2007

Kenneth D. Davis                               Director           Farm Owner and Operator (1)
7229 Woodmansee Road
Leesburg, Ohio 45135

Keith W. Eckel                                 Director
1647 Falls Road                                                   Partner, Fred W. Eckel Sons; President, Eckel
Clarks Summit, PA 18411                                           Farms, Inc. (1)

Willard J. Engel                               Director           Retired General Manager, Lyon County Co-operative
301 East Marshall Street                                          Oil Company (1)
Marshall, MN 56258

Fred C. Finney                                 Director           Owner and Operator, Moreland Fruit Farm; Operator,
1558 West Moreland Road                                           Melrose Orchard (1)
Wooster, OH 44691

Joseph J. Gasper                        President and Chief       President and Chief Operating Officer, Nationwide
One Nationwide Plaza                    Operating Officer and     Life Insurance Company and Nationwide Life and
Columbus, OH 43215                      Director                  Annuity Insurance Company (2)

W. G. Jurgensen                         Chief Executive Officer   Chief Executive Officer and Director
One Nationwide Plaza                    and Director
Columbus, OH 43215

Dimon R. McFerson                       Chairman and Director     Chairman and Chief Executive Officer (2)
One Nationwide Plaza
Columbus, OH 43215
</TABLE>




                                       33
<PAGE>   37


<TABLE>
<CAPTION>

DIRECTORS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS             POSITIONS AND OFFICES
          ADDRESS                           WITH DEPOSITOR                 PRINCIPAL OCCUPATION
<S>                                     <C>                     <C>
David O. Miller                         Chairman of the Board     President, Owen Potato Farm, Inc.; Partner, M&M
115 Sprague Drive                       and Director              Enterprises (1)
Hebron, OH 43025

Ralph M. Paige                                  Director          Executive Director Federation of Southern
Federation of Southern                                            Cooperatives/Land Assistance Fund
Cooperative/Land Assistance Fund
2769 Church Street
East Point, GA 30344

James F. Patterson                              Director
8765 Mulberry Road                                                Vice President, Pattersons, Inc.; President,
Chesterland, OH 44026                                             Patterson Farms, Inc. (1)

Arden L. Shisler                                Director          President and Chief Executive Officer, K&B
1356 North Wenger Road                                            Transport, Inc. (1)
Dalton, OH 44618

Robert L. Stewart                               Director          Owner and Operator Sunnydale Farms and Mining (1)
88740 Fairview Road
Jewett, OH 43986
</TABLE>


    (1) Principal occupation for last 5 years.

    (2) Prior to assuming this current position, held other executive management
        positions with the same or affiliated companies.

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

Messrs. McFerson, Miller, Patterson, and Shisler are directors of Nationwide
Financial Services, Inc. Mr. McFerson and Ms. Breit are trustees of Nationwide
Mutual Funds, a registered investment company. Messrs. McFerson, Gasper and
Woodward are trustees of Nationwide Separate Account Trust and Nationwide Asset
Allocation Trust, registered investment companies. Mr. McFerson is trustee of
Financial Horizons Investment Trust and Nationwide Mutual Funds, registered
investment companies.



                                       34
<PAGE>   38





EXECUTIVE OFFICERS OF NATIONWIDE


<TABLE>
<CAPTION>

OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS               OFFICES OF THE DEPOSITOR
<S>                                               <C>
Richard D. Headley                                Executive Vice President
One Nationwide Plaza
Columbus, OH 43215

Michael S. Helfer                                 Executive Vice President - Corporate Strategy
One Nationwide Plaza
Columbus, OH 43215

Donna A. James                                    Executive Vice President - Chief Administrative Officer
One Nationwide Plaza
Columbus, OH 43215

Robert A. Oakley                                  Executive Vice President - Chief Financial Officer
One Nationwide Plaza
Columbus, OH 43215

Robert J. Woodward, Jr.                           Executive Vice President - Chief Investment Officer
One Nationwide Plaza
Columbus, OH 43215

Charles A. Bryan                                  Senior Vice President - Chief Actuary - Property and Casualty
One Nationwide Plaza
Columbus, OH 43215

John R. Cook, Jr.                                 Senior Vice President - Chief Communications Officer
One Nationwide Plaza
Columbus, OH 43215

Thomas L. Crumrine                                Senior Vice President
One Nationwide Plaza
Columbus, OH 43215

David A Diamond                                   Senior Vice President - Corporate Controller
One Nationwide Plaza
Columbus, OH 43215

Phillip C. Gath                                   Senior Vice President - Chief Actuary - Nationwide Financial
One Nationwide Plaza
Columbus, OH 43215

Patricia R. Hatler                                Senior Vice President, General Counsel and Secretary
One Nationwide Plaza
Columbus, OH 43215

David K. Hollingsworth                            Senior Vice President - Multi-channel and Sponsor Relations
One Nationwide Plaza
Columbus, OH 43215

David R. Jahn                                     Senior Vice President - Project Management
One Nationwide Plaza
Columbus, OH 43215

Richard A. Karas                                  Senior Vice President - Sales - Financial Services
One Nationwide Plaza
Columbus, OH 43215

Gregory S. Lashutka                               Senior Vice President - Corporate Relations
One Nationwide Plaza
Columbus, OH 43215

Edwin P. McCausland, Jr.                          Senior Vice President - Fixed Income Securities
One Nationwide Plaza
Columbus, OH 43215
</TABLE>



                                       35
<PAGE>   39



EXECUTIVE OFFICERS OF NATIONWIDE
<TABLE>
<CAPTION>

OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS               OFFICES OF THE DEPOSITOR
<S>                                              <C>
Mark D. Phelan                                    Senior Vice President - Chief Technology Officer
One Nationwide Plaza
Columbus, OH 43215

Douglas C. Robinette                              Senior Vice President - Claims and Financial Services
One Nationwide Plaza
Columbus, OH 43215

Mark R. Thresher                                  Senior Vice President - Finance - Nationwide Financial
One Nationwide Plaza
Columbus, OH 43215

Richard M. Waggoner                               Senior Vice President - Operations
One Nationwide Plaza
Columbus, OH 43215

Susan A. Wolken                                   Senior Vice President - Life Company Operations
One Nationwide Plaza
Columbus, OH 43215
</TABLE>

W.G. JURGENSEN has been a Director and Chief Executive Officer since 2000.
Previously, he was Executive Vice President of Bank One Corporation from 1998 to
May 2000. Prior to Bank One's merger with First Chicago NBD, Mr. Jurgensen
served from 1990 to 1998 as Executive Vice President with First Chicago, leading
various business units. For 17 years Jurgensen was with Norwest Corporation,
beginning as a corporate banking officer and serving in increasingly responsible
roles including president and CEO of Norwest Investment Services and management
of the treasury function. His final post was Executive Vice President-Corporate
Banking.


DIMON R. MCFERSON has been a Director since April 1988 and Chairman and Chief
Executive Officer since April 1996. He was elected Chief Executive Officer in
December 1992, and President and Chief Executive Officer in December 1993. He
was President and General Manager of Nationwide Mutual Insurance Company from
April 1988 to April 1991; President and Chief Operating Officer of Nationwide
Mutual Insurance Company from April 1991 to December 1992; and President and
Chief Executive Officer of Nationwide Mutual Insurance Company from December
1992 to April 1996. Mr. McFerson has been with Nationwide for 20 years.

JOSEPH J. GASPER has been President and Chief Operating Officer and Director of
Nationwide since April 1996. Previously, he was Executive Vice President -
Property/Casualty Operations of Nationwide Mutual Insurance Company from April
1995 to April 1996. He was Senior Vice President - Property/Casualty Operations
of Nationwide Mutual Insurance Company from September 1993 to April 1995. Prior
to that time, Mr. Gasper held numerous positions within Nationwide. Mr. Gasper
has been with Nationwide for 33 years.

LEWIS J. ALPHIN has been a Director of Nationwide since 1993. Mr. Alphin owns
and operates an 800-acre farm in Mt. Olive, NC. He taught agriculture business
at James Sprunt Community College in Kenansville, NC for more than 22 years
before retiring in 1994. He is the former board chairman of the Cape Fear Farm
Credit Association, a member and former vice president, secretary/treasurer, and
director of the Duplin County Agribusiness Council, and a former board member of
the Southern States Cooperative (1986 to 1993). Mr. Alphin is a member of the
Duplin County Farm Bureau, the North Carolina Farm Bureau, ad the Farm Credit
Council. He is a member and former director of the Oak Wolfe Fire Department.

A. I. BELL has been a Director of Nationwide since April, 1998. Mr. Bell has
served as a state trustee of the Ohio Farm Bureau Federation



                                       36
<PAGE>   40

from 1991 to 1998 and as president that last four years. He oversees the Bell
family farm in Zanesville, Ohio. The farm is the hub of a multi-family swine
network, in addition to grain and beef operations. Mr. Bell has represented the
Ohio Farm Bureau at state and national level activities, and has traveled
internationally representing Ohio agriculture. In 1995, he was introduced into
The Ohio State University Department of Animal Sciences Hall of Fame.


NANCY C. BREIT has been a Director of Nationwide since 1986. Mrs. Thomas is a
board member of Farm Credit Services' 4th District and serves on the advisory
board of Walsh University in North Canton, OH. She is a past president and
former director of the Ohio Agricultural Marketing Association and served on the
boards of the Ohio Farm Bureau Federation and Landmark, Inc., a farm supply
cooperative which is now part of Indianapolis-based Countrymark, and as the
Midwest regional representative on the American Farm Bureau women's committee.


CHARLES A. BRYAN has been a Senior Vice President - Chief Actuary - Property and
Casualty since 1998. Prior to joining Nationwide, Mr. Bryan was president, Chief
Operating Officer of Direct Response Corporation from 1996 to 1998. Prior to
that time, Mr. Bryan was a partner with Ernst & Young.

JOHN R. COOK, JR. has been Senior Vice President - Chief Communications Officer
since May 1997. Previously, Mr. Cook was Senior Vice President - Chief
Communications Officer of USAA from July 1989 to May 1997. Mr. Cook has been
with Nationwide for 2 years.


YVONNE M. CURL has been a Director of Nationwide since April, 1998. Ms.
Montgomery is senior vice president/general manager - Public Sector
Worldwide/Document Solutions Group for Xerox Corporation. A resident of
Washington, DC, Ms. Montgomery is in charge of providing an integrated,
industry-focused portfolio of document solutions and services to the public
sector worldwide. Ms. Montgomery joined Xerox in 1976 as a sales representative
and progressed through management positions, including vice president-field
operations and executive assistant to the chairman and CEO.


KENNETH D. DAVIS has been a Director of Nationwide since April 1999. Mr. Davis
is the immediate past president of the Ohio Farm Bureau Federation. He served as
a member of the Ohio Farm Bureau Federation's board of trustees from 1989 until
1999. He served as first vice president of the board from 1994 until 1998. Mr.
Davis serves on the board of directors of his local rural electric cooperatives
and is a member of many agriculture organizations including the Ohio Corn
Growers, Ohio Cattlemen's and Ohio Soybean associations.

DAVID A. DIAMOND has been Senior Vice President - Corporate Controller since
August 1999. He was Vice President-Controller from August 1996 to August 1999.
Previously, he was Vice President - Controller from October 1993 to August 1996.
Prior to that time, Mr. Diamond held several positions within Nationwide. Mr.
Diamond has been with Nationwide for 11 years.

KEITH W. ECKEL has been a Director of Nationwide since April 1996. Mr. Eckel is
a partner of Fred W. Eckel Sons and president of Eckel Farms, Inc. in northeast
Pennsylvania. He received the Master Farmer award from Penn State University in
1982. Mr. Eckel is a member of the Pennsylvania Agricultural Land Preservation
Board. He is a former president of the Pennsylvania Farm Bureau, a position he
held for 15 years, and the Lackawanna County Cooperative Extension Association.
He has served as a board member and executive committee member of the American
Farm Bureau Federation. He is a former vice president of the Pennsylvania
Council of Cooperative Extension Associations and former board member of the
Pennsylvania Vegetable Growers Association.

WILLARD J. ENGEL has been a Director of Nationwide since 1994. Mr. Engel served
as general manager of Lyon County Co-Operative Oil Co. in Marshall, MN from 1975
to 1997, and occasionally serves on a consulting basis. He previously was a
division manager of the Truman Farmers Elevator. He is a former director of the
Western Co-op Transport in


                                       37
<PAGE>   41

Montevideo, MN, a former director and legislative committee chairman of the
Northwest Petroleum Association in St. Paul, and a former director of Farmland
Industries in Kansas City.

FRED C. FINNEY has been a Director of Nationwide since 1992. Mr. Finney is the
owner and operator of the Moreland Fruit Farm and operator of Melrose Orchard in
Wooster, OH. He is past president of the Ohio Farm Bureau Federation, the Ohio
Fruit Growers Society, Wayne County Farm Bureau, and the Westwood Ruritan Club.
He is a member of the American Berry Cooperative.

PHILIP C. GATH has been Senior Vice President - Chief Actuary - Nationwide
Financial since May 1998. Previously, Mr. Gath was Vice President - Product
Manager - Individual Variable Annuity from July 1997 to May 1998. Mr. Gath was
Vice President - Individual Life Actuary from August 1989 to July 1997. Prior to
that time, Mr. Gath held several positions within Nationwide. Mr. Gath has been
with Nationwide for 31 years.

PATRICIA R. HATLER has been Senior Vice President, General Counsel and Secretary
since April 2000. Previously, she was Senior Vice President and General Counsel
from July 1999 to April 2000. Prior to that time, she was General Counsel and
Corporate Secretary of Independence Blue Cross from 1983 to July 1999.


MICHAEL S. HELFER has been Executive Vice President - Corporate Strategy since
August 2000. He is a former partner and head of the financial institutions group
at Wilmer, Cutler and Pickering, a 350-lawyer international law firm
headquartered in Washington, D.C. He served as that firm's chairman and chief
executive officer from 1995 to 1998.


DAVID K. HOLLINGSWORTH has been Senior Vice President - Multi Channel and
Sponsor Relations since August 1999. Previously, he was Senior Vice President -
Marketing from June 1999 to August 1999. Prior to that time, has held numerous
positions within the Nationwide group of companies. Mr. Hollingsworth has been
with Nationwide for 25 years.

DAVID R. JAHN has been Senior Vice President - Project Management since July
2000. Previously he was Senior Vice President - Commercial Insurance from March
1998 to July 2000. Previously, he was Vice President - Property/Casualty
Operations and Vice President - Resource Management from March 1996 to January
1998. Prior to that time, Mr. Jahn has held numerous positions within the
Nationwide group of companies. Mr. Jahn has been with Nationwide for 28 years.

DONNA A. JAMES has been Executive Vice President - Chief Administrative Officer
since July 2000. Previously, she was Senior Vice President - Chief Human
Resources Officer since May 1999. She was Senior Vice President - Human
Resources from December 1997 to May 1999. Previously she was Vice President -
Human Resources from July 1996 to December 1997. Prior to that time, Ms. James
was Vice President - Assistant to the CEO of Nationwide from March 1996 to July
1996. From May 1994 to March 1996 she was Associate Vice President - Assistant
to the CEO for Nationwide. Previously Ms. James held several positions within
Nationwide. Ms. James has been with Nationwide for 18 years.

RICHARD D. HEADLEY has been Executive Vice President for Nationwide since July
2000. Previously, he was Executive Vice President - Chief Information Technology
Officer from May 1999 to July 2000. He was Senior Vice President - Chief
Information Technology Officer from October 1997 to May 1999. Previously, Mr.
Headley was Chairman and Chief Executive Officer of Banc One Services
Corporation from 1992 to October 1997. From January 1975 until 1992 Mr. Headley
held several positions with Banc One Corporation. Mr. Headly has been with
Nationwide for 2 years.

RICHARD A. KARAS has been Senior Vice President - Sales - Financial Services
since March 1993. Previously, he was Vice President - Sales - Financial Services
from February 1989 to March 1993. Prior to that time, Mr. Karas held several
positions within Nationwide. Mr. Karas has been with Nationwide for 35 years.


                                       38
<PAGE>   42

GREGORY S. LASHUTKA has been Senior Vice President - Corporate Relations since
January 2000. Previously, he was the Mayor of the City of Columbus (Ohio) from
January 1992 to December 1999. From January 1986 to December 1991, Mr. Lashutka
was a Partner with Squire, Sanders & Dempsey. From January 1978 to December
1985, he was City Attorney for the City of Columbus (Ohio).

EDWIN P. MCCAUSLAND, JR. has been Senior Vice President - Fixed Income
Securities since 1999. Mr. McCausland has 29 years of experience in insurance
investments beginning his career in 1970 with Connecticut Mutual Life Insurance
Company. He joined Phoenix Mutual Life Insurance Company in 1981 as second Vice
President of Bond Investments and rising to Vice President of Pension
Operations. He was Vice President and Managing Director of Mass Mutual Life
Insurance Company prior to joining Nationwide.

DAVID O. MILLER has been a Director of Nationwide since November 1996. Mr.
Miller has been Chairman of the Board since 1998. Mr. Miller is president of
Owen Potato Farm, Inc. and a partner of M&M Enterprises in Licking County, OH.
He is a director and board chairman of the National Cooperative Business
Association, director of Cooperative Business International and the
International Cooperative Alliance, and serves on the educational executive
committee of the National Council of Farmer Cooperatives. He was president of
the Ohio Farm Bureau Federation from 1981 to 1985 and was vice president for six
years. Mr. Miller served a two year term on the board of the American Farm
Bureau Association. He is past president of the Ohio Vegetable and Potato
Growers Association, and was a director of Landmark, Inc., a farm supply
cooperative which is now part of Indianapolis-based Countrymark.

ROBERT A. OAKLEY has been Executive Vice President - Chief Financial Officer
since April 1995. Previously, he was Senior Vice President - Chief Financial
Officer from October 1993 to April 1995. Prior to that time, Mr. Oakley held
several positions within Nationwide. Mr. Oakley has been with Nationwide for 24
years.

RALPH M. PAIGE has been a Director of Nationwide since April 1999. Mr. Paige has
been the Executive Director of the Federation of Southern Cooperatives/Land
Assistance Fund since 1969. Mr. Paige also served as the National Field
Director/Georgia State Director from 1981 to 1984.

JAMES F. PATTERSON has been a Director of Nationwide since April 1989. Mr.
Patterson is president of Patterson Farms, Inc. and has operated Patterson Fruit
Farm in Chesterland, OH since 1964. Mr. Patterson is on the boards of The Ohio
State University Hospitals Health System in Cleveland, Geauga Hospital, Inc. and
the National Cooperative Business Association. He is past president of the Ohio
Farm Bureau Federation and former member of Cleveland Foundation's Lake and
Geauga Advisory Committees.

MARK D. PHELAN has been Senior Vice President - Chief Technology Officer since
July 2000. Previously he was Senior Vice President - Technology Services from
1998 to 2000. His previous management experience includes five years (1977-1982)
with the data processing division's sales group at IBM Corporation. From 1982
through 1990, Mr. Phelan served as director of AT&T's Consumer Communications
Services Group and he was subsequently promoted to sales vice president for the
Eastern Region of the Business Communications Services Division. In 1992, he
became executive vice president-sales and marketing for the Electronic Commerce
Division of Checkfree Corporation, a position he held for five years. From 1997
until 1998, he was in private consulting.

DOUGLAS C. ROBINETTE has been Senior Vice President - Claims and Financial
Services since 1999. Previously, he was Senior Vice President - Marketing and
Product Management from May 1998 to 1999. Previously, Mr. Robinette was
Executive Vice President, Customer Services of Employers Insurance of Wausau
(Wausau), a member of the Nationwide group until December 1998, from September
1996 to May 1998. Prior to that time he was Executive Vice President, Finance
and Insurance Services of Wausau from May 1995 to September 1996.


                                       39
<PAGE>   43

From November 1994 to May 1995 Mr. Robinette was Senior Vice President, Finance
and Insurance Services of Wausau. From May 1993 to November 1994 he was Senior
Vice President, Finance of Wausau. Prior to that time, Mr. Robinette held
several positions within the Nationwide group. Mr. Robinette has been with the
Nationwide group for 13 years.

ARDEN L. SHISLER has been a Director of Nationwide since 1984. Mr. Shisler is
president and chief executive officer of K&B Transport, Inc., a trucking firm in
Dalton, OH. He is a director of the National Cooperative Business Association in
Washington, DC. He is a former board member and vice president of the Ohio Farm
Bureau Federation and past president of the Ohio Agricultural Marketing
Association, an Ohio Farm Bureau Federation subsidiary. He is a member of the
Ohio Trucking Association, the Ohio Trucking Safety Council, the Wayne County
Farm Bureau, Cornerstone Community Church, the Advisory Committee of The Ohio
State University Agriculture Technical Institute and a board member of the
Wilderness Center.

ROBERT L. STEWART has been a Director of Nationwide since 1989. Mr. Stewart is
the owner and operator of Sunnydale Farms and Mining in Jewett, OH. He served on
the board of the Ohio Farm Bureau Federation and as president of the Ohio
Holstein Association board. Mr. Stewart was a director of the Ohio Agricultural
Stabilization and Conservation Service board and Landmark, Inc. a farm supply
cooperative which is now part of Indianapolis-based Countrymark.

MARK R. THRESHER has been Senior Vice President - Finance - Nationwide Financial
since May 1999. He was Vice President - Controller from August 1996 to May 1999.
Prior to joining Nationwide, Mr. Thresher served as a partner with KPMG LLP from
July 1988 to June 1996.

RICHARD M. WAGGONER has been Senior Vice President - Operations since May 1999.
Previously, he was President of Nationwide Services from May 1997 to May 1999.
Prior to that time, Mr. Waggoner has held numerous positions within the
Nationwide group of companies. Mr. Waggoner has been with Nationwide for 23
years.

SUSAN A. WOLKEN has been Senior Vice President - Product Management and
Nationwide Financial Marketing since May 1999. Previously, Ms. Wolken was Senior
Vice President - Life Company Operations from June 1997 to May 1999. She was
Senior Vice President - Enterprise Administration from July 1996 to June 1997.
Prior to that time, she was Senior Vice President - Human Resources from April
1995 to July 1996. From September 1993 to April 1995, Ms. Wolken was Vice
President - Human Resources. From October 1989 to September 1993 she was Vice
President - Individual Life and Health Operations. Ms. Wolken has been with
Nationwide for 25 years.

ROBERT J. WOODWARD, JR. has been Executive Vice President - Chief Investment
Officer since August 1995. Previously, he was Senior Vice President - Fixed
Income Investments from March 1991 to August 1995. Prior to that time, Mr.
Woodward held several positions within Nationwide. Mr. Woodward has been with
Nationwide for 35 years.


                                       40
<PAGE>   44


APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS

The underlying mutual funds listed below are designed primarily as investment
vehicles for variable annuity contracts and variable life insurance policies
issued by insurance companies.

There is no guarantee that the investment objectives will be met.


W&R TARGET FUNDS, INC.
The Fund is an open-end, diversified management company organized as a Maryland
corporation on December 2, 1986. The Fund sells its shares only to the separate
accounts of participating insurance companies to fund certain variable life
insurance policies and variable annuity contracts. Waddell & Reed Investment
Management Company is the Fund's investment advisor.

     ASSET STRATEGY PORTFOLIO
     Investment Objective: The Asset Strategy Portfolio seeks high total return
     over the long-term. It seeks to achieve its goal by allocating its assets
     among stocks, bonds and short-term instruments, both in the United States
     and abroad.

     BALANCED PORTFOLIO
     Investment Objective: The Balanced Portfolio seeks as a primary goal,
     current income, with a secondary goal of long-term appreciation of capital.
     It invests primarily in a mix of stocks, fixed-income securities and cash,
     depending on market conditions.

     BOND PORTFOLIO
     Investment Objective: The Bond Portfolio seeks a reasonable return with
     emphasis on preservation of capital. It seeks to achieve its goal by
     investing primarily in domestic debt securities, usually of investment
     grade.

     CORE EQUITY PORTFOLIO
     Investment Objective: The Core Equity Portfolio seeks capital growth and
     income. It seeks to achieve its goals by investing primarily in common
     stocks of large U.S. and foreign companies that have a record of paying
     regular dividends on common stock or have the potential for capital
     appreciation, or are expected to resist market decline.

     GROWTH PORTFOLIO
     Investment Objective: The Growth Portfolio seeks capital growth, with a
     secondary goal of current income. It seeks to achieve its goal by investing
     primarily in common stocks, of U.S. and foreign companies.

     HIGH INCOME PORTFOLIO
     Investment Objective: The High Income Portfolio seeks as a primary goal,
     high current income with a secondary goal of capital growth. It seeks to
     achieve its goals by investing primarily in high-yield, high-risk,
     fixed-income securities of U.S. and foreign issuers, the risks of which are
     consistent with the Portfolio's goals.

     INTERNATIONAL PORTFOLIO
     Investment Objective: The International Portfolio seeks as a primary goal,
     long-term appreciation of capital, with a secondary goal of current income.
     It seeks to achieve its goals by investing primarily in common stocks of
     foreign companies that may have the potential for long-term growth.

     LIMITED-TERM BOND PORTFOLIO
     Investment Objective: The Limited-Term Bond Portfolio seeks a high level of
     current income consistent with preservation of capital. It seeks to achieve
     its goal by investing primarily in investment-grade debt securities of U.S.
     issuers, including U.S. Government securities.

     MONEY MARKET PORTFOLIO
     Investment Objective: The Money Market Portfolio seeks current income
     consistent with stability of principal. It seeks to achieve it goal by
     investing in U.S. dollar-denominated high quality money market obligations
     and instruments.

     SCIENCE AND TECHNOLOGY PORTFOLIO
     Investment Objective: The Science and Technology Portfolio seeks long-term
     capital growth. It seeks to achieve its goals by concentrating its
     investments primarily



                                       41
<PAGE>   45


     science and technology equity securities of U.S. and foreign companies.

     SMALL CAP PORTFOLIO
     Investment Objective: The Small Cap Portfolio seeks capital growth. It
     seeks to achieve its goal by investing primarily in common stocks of
     companies that are relatively new or unseasoned, companies in their early
     stages of development, or smaller companies positioned in new or in
     emerging industries where the opportunity for rapid growth is above
     average.




                                       42
<PAGE>   46


APPENDIX B: 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 is
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 which is the amount Nationwide deducts as a
total surrender charge.

Maximum surrender charge per $1,000 of initial specified amount for policies
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
</TABLE>

* Specified amounts of less than $100,000 are not available in New York or New
  Jersey.

INITIAL SPECIFIED AMOUNT $100,000+
<TABLE>
<CAPTION>

         ISSUE                  MALE                FEMALE                MALE                FEMALE
          AGE               NON-TOBACCO          NON-TOBACCO            STANDARD             STANDARD
<S>                        <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>




                                       43
<PAGE>   47



REDUCTIONS TO SURRENDER CHARGES

<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 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:

<TABLE>
<CAPTION>
   COMPLETED    SURRENDER CHARGE AS A    COMPLETED    SURRENDER CHARGE AS A    COMPLETED    SURRENDER CHARGE AS A
     POLICY         % OF INITIAL       POLICY YEARS       % OF INITIAL          POLICY           % OF INITIAL
     YEARS        SURRENDER CHARGES                     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 policy is issued in Pennsylvania, please contact Nationwide's
home office for an illustration.

Nationwide has no plans to change the current surrender charges.



                                       44
<PAGE>   48


APPENDIX C:  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 0.98%. This
effective rate is based on the average of the fund expenses, after expense
reimbursement, for the preceding year for all underlying mutual fund options
available under the policy as of December 31, 1999.


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 -0.98%, 5.02% and 11.02%.

The illustrations also reflect the fact that Nationwide 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
Nationwide 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, Nationwide will furnish a comparable illustration based on the
proposed insured's age, sex, smoking classification, rating classification and
premium payment requested.



                                       45
<PAGE>   49

                             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       960        63   100,000     1,031       133   100,000     1,101       204   100,000
      2     3,229     1,952     1,055   100,000     2,155     1,257   100,000     2,366     1,469   100,000
      3     4,965     2,915     2,107   100,000     3,314     2,507   100,000     3,748     2,940   100,000
      4     6,788     3,849     3,131   100,000     4,511     3,793   100,000     5,258     4,540   100,000
      5     8,703     4,754     4,126   100,000     5,746     5,118   100,000     6,912     6,283   100,000
      6    10,713     5,630     5,092   100,000     7,021     6,483   100,000     8,722     8,184   100,000
      7    12,824     6,476     6,028   100,000     8,338     7,889   100,000    10,708    10,259   100,000
      8    15,040     7,293     6,934   100,000     9,697     9,338   100,000    12,886    12,527   100,000
      9    17,367     8,080     7,810   100,000    11,101    10,832   100,000    15,278    15,009   100,000
     10    19,810     8,836     8,836   100,000    12,552    12,552   100,000    17,907    17,907   100,000
     11    22,376     9,561     9,561   100,000    14,051    14,051   100,000    20,800    20,800   100,000
     12    25,069    10,255    10,255   100,000    15,601    15,601   100,000    23,985    23,985   100,000
     13    27,898    10,918    10,918   100,000    17,203    17,203   100,000    27,499    27,499   100,000
     14    30,868    11,549    11,549   100,000    18,861    18,861   100,000    31,387    31,387   100,000
     15    33,986    12,106    12,106   100,000    20,539    20,539   100,000    35,661    35,661   100,000
     16    37,261    12,613    12,613   100,000    22,260    22,260   100,000    40,385    40,385   100,000
     17    40,699    13,066    13,066   100,000    24,024    24,024   100,000    45,615    45,615   100,000
     18    44,309    13,460    13,460   100,000    25,832    25,832   100,000    51,411    51,411   100,000
     19    48,099    13,798    13,798   100,000    27,695    27,695   100,000    57,848    57,848   100,000
     20    52,079    14,092    14,092   100,000    29,627    29,627   100,000    65,014    65,014   100,000
     21    56,258    14,298    14,298   100,000    31,598    31,598   100,000    72,986    72,986   100,000
     22    60,646    14,409    14,409   100,000    33,607    33,607   100,000    81,872    81,872   100,000
     23    65,253    14,415    14,415   100,000    35,653    35,653   100,000    91,760    91,760   108,277
     24    70,091    14,307    14,307   100,000    37,735    37,735   100,000   102,662   102,662   120,115
     25    75,170    14,073    14,073   100,000    39,854    39,854   100,000   114,677   114,677   133,026
     26    80,504    13,700    13,700   100,000    42,011    42,011   100,000   127,919   127,919   147,107
     27    86,104    13,179    13,179   100,000    44,208    44,208   100,000   142,541   142,541   161,072
     28    91,984    12,494    12,494   100,000    46,448    46,448   100,000   158,700   158,700   176,156
     29    98,158    11,628    11,628   100,000    48,735    48,735   100,000   176,569   176,569   192,460
     30   104,641    10,557    10,557   100,000    51,069    51,069   100,000   196,349   196,349   210,093
</TABLE>

     (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.

     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
<PAGE>   50



                             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       930        33   100,000       999       101   100,000     1,068       170   100,000
      2     3,229     1,851       954   100,000     2,047     1,150   100,000     2,252     1,354   100,000
      3     4,965     2,733     1,925   100,000     3,116     2,308   100,000     3,532     2,724   100,000
      4     6,788     3,572     2,854   100,000     4,202     3,484   100,000     4,915     4,197   100,000
      5     8,703     4,368     3,740   100,000     5,306     4,678   100,000     6,411     5,783   100,000
      6    10,713     5,116     4,578   100,000     6,424     5,885   100,000     8,028     7,489   100,000
      7    12,824     5,812     5,364   100,000     7,551     7,103   100,000     9,775     9,326   100,000
      8    15,040     6,451     6,092   100,000     8,684     8,325   100,000    11,660    11,301   100,000
      9    17,367     7,027     6,757   100,000     9,815     9,546   100,000    13,695    13,426   100,000
     10    19,810     7,534     7,534   100,000    10,940    10,940   100,000    15,892    15,892   100,000
     11    22,376     7,965     7,965   100,000    12,053    12,053   100,000    18,264    18,264   100,000
     12    25,069     8,317     8,317   100,000    13,148    13,148   100,000    20,829    20,829   100,000
     13    27,898     8,586     8,586   100,000    14,222    14,222   100,000    23,610    23,610   100,000
     14    30,868     8,762     8,762   100,000    15,267    15,267   100,000    26,630    26,630   100,000
     15    33,986     8,837     8,837   100,000    16,274    16,274   100,000    29,922    29,922   100,000
     16    37,261     8,798     8,798   100,000    17,230    17,230   100,000    33,517    33,517   100,000
     17    40,699     8,633     8,633   100,000    18,123    18,123   100,000    37,450    37,450   100,000
     18    44,309     8,322     8,322   100,000    18,935    18,935   100,000    41,761    41,761   100,000
     19    48,099     7,844     7,844   100,000    19,646    19,646   100,000    46,499    46,499   100,000
     20    52,079     7,178     7,178   100,000    20,234    20,234   100,000    51,726    51,726   100,000
     21    56,258     6,302     6,302   100,000    20,678    20,678   100,000    57,516    57,516   100,000
     22    60,646     5,194     5,194   100,000    20,956    20,956   100,000    63,964    63,964   100,000
     23    65,253     3,828     3,828   100,000    21,042    21,042   100,000    71,184    71,184   100,000
     24    70,091     2,173     2,173   100,000    20,904    20,904   100,000    79,317    79,317   100,000
     25    75,170       182       182   100,000    20,499    20,499   100,000    88,524    88,524   102,688
     26    80,504     (*)       (*)     (*)        19,769    19,769   100,000    98,726    98,726   113,534
     27    86,104     (*)       (*)     (*)        18,636    18,636   100,000   109,967   109,967   124,263
     28    91,984     (*)       (*)     (*)        17,002    17,002   100,000   122,368   122,368   135,829
     29    98,158     (*)       (*)     (*)        14,748    14,748   100,000   136,072   136,072   148,318
     30   104,641     (*)       (*)     (*)        11,736    11,736   100,000   151,248   151,248   161,835
</TABLE>

     (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.


     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
<PAGE>   51



                             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     1,452       290   100,000     1,565       403   100,000     1,679       516   100,000
      2     5,381     2,935     1,772   100,000     3,254     2,092   100,000     3,589     2,426   100,000
      3     8,275     4,387     3,341   100,000     5,012     3,966   100,000     5,692     4,646   100,000
      4    11,314     5,811     4,881   100,000     6,843     5,913   100,000     8,012     7,082   100,000
      5    14,505     7,205     6,392   100,000     8,751     7,937   100,000    10,571     9,758   100,000
      6    17,855     8,571     7,874   100,000    10,740    10,043   100,000    13,400    12,702   100,000
      7    21,373     9,909     9,327   100,000    12,815    12,234   100,000    16,527    15,946   100,000
      8    25,066    11,218    10,753   100,000    14,981    14,516   100,000    19,988    19,523   100,000
      9    28,945    12,500    12,151   100,000    17,244    16,896   100,000    23,823    23,474   100,000
     10    33,017    13,754    13,754   100,000    19,609    19,609   100,000    28,080    28,080   100,000
     11    37,293    14,981    14,981   100,000    22,083    22,083   100,000    32,819    32,819   100,000
     12    41,782    16,028    16,028   100,000    24,529    24,529   100,000    37,972    37,972   100,000
     13    46,497    16,917    16,917   100,000    26,977    26,977   100,000    43,624    43,624   100,000
     14    51,446    17,667    17,667   100,000    29,452    29,452   100,000    49,870    49,870   100,000
     15    56,644    18,266    18,266   100,000    31,952    31,952   100,000    56,797    56,797   100,000
     16    62,101    18,746    18,746   100,000    34,515    34,515   100,000    64,533    64,533   100,000
     17    67,831    19,109    19,109   100,000    37,152    37,152   100,000    73,206    73,206   100,000
     18    73,848    19,341    19,341   100,000    39,866    39,866   100,000    82,961    82,961   100,000
     19    80,165    19,443    19,443   100,000    42,672    42,672   100,000    93,969    93,969   102,426
     20    86,798    19,420    19,420   100,000    45,590    45,590   100,000   106,232   106,232   113,668
     21    93,763    19,179    19,179   100,000    48,577    48,577   100,000   119,814   119,814   125,805
     22   101,076    18,692    18,692   100,000    51,640    51,640   100,000   134,792   134,792   141,531
     23   108,755    17,925    17,925   100,000    54,788    54,788   100,000   151,302   151,302   158,867
     24   116,818    16,838    16,838   100,000    58,034    58,034   100,000   169,497   169,497   177,971
     25   125,284    15,388    15,388   100,000    61,399    61,399   100,000   189,539   189,539   199,016
     26   134,173    13,520    13,520   100,000    64,908    64,908   100,000   211,608   211,608   222,188
     27   143,506    11,174    11,174   100,000    68,595    68,595   100,000   235,898   235,898   247,693
     28   153,307     8,279     8,279   100,000    72,506    72,506   100,000   262,627   262,627   275,758
     29   163,597     4,736     4,736   100,000    76,695    76,695   100,000   292,070   292,070   306,673
     30   174,402       412       412   100,000    81,230    81,230   100,000   324,489   324,489   340,714
</TABLE>

     (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.

     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
<PAGE>   52



                             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     1,391            229   100,000     1,501       338   100,000     1,611       449   100,000
      2       5,381     2,720          1,558   100,000     3,027     1,864   100,000     3,348     2,185   100,000
      3       8,275     3,955          2,909   100,000     4,546     3,500   100,000     5,189     4,143   100,000
      4      11,314     5,090          4,160   100,000     6,051     5,121   100,000     7,142     6,212   100,000
      5      14,505     6,114          5,300   100,000     7,532     6,719   100,000     9,212     8,398   100,000
      6      17,855     7,019          6,322   100,000     8,980     8,283   100,000    11,403    10,705   100,000
      7      21,373     7,795          7,214   100,000    10,383     9,801   100,000    13,723    13,142   100,000
      8      25,066     8,424          7,959   100,000    11,722    11,257   100,000    16,175    15,710   100,000
      9      28,945     8,889          8,540   100,000    12,980    12,631   100,000    18,766    18,417   100,000
     10      33,017     9,172          9,172   100,000    14,137    14,137   100,000    21,503    21,503   100,000
     11      37,293     9,256          9,256   100,000    15,175    15,175   100,000    24,402    24,402   100,000
     12      41,782     9,123          9,123   100,000    16,074    16,074   100,000    27,490    27,490   100,000
     13      46,497     8,755          8,755   100,000    16,814    16,814   100,000    30,796    30,796   100,000
     14      51,446     8,126          8,126   100,000    17,368    17,368   100,000    34,352    34,352   100,000
     15      56,644     7,198          7,198   100,000    17,698    17,698   100,000    38,194    38,194   100,000
     16      62,101     5,923          5,923   100,000    17,754    17,754   100,000    42,362    42,362   100,000
     17      67,831     4,233          4,233   100,000    17,468    17,468   100,000    46,905    46,905   100,000
     18      73,848     2,042          2,042   100,000    16,753    16,753   100,000    51,886    51,886   100,000
     19      80,165     (*)            (*)     (*)        15,506    15,506   100,000    57,393    57,393   100,000
     20      86,798     (*)            (*)     (*)        13,612    13,612   100,000    63,554    63,554   100,000
     21      93,763     (*)            (*)     (*)        10,938    10,938   100,000    70,545    70,545   100,000
     22     101,076     (*)            (*)     (*)         7,324     7,324   100,000    78,598    78,598   100,000
     23     108,755     (*)            (*)     (*)         2,570     2,570   100,000    88,027    88,027   100,000
     24     116,818     (*)            (*)     (*)        (*)       (*)      (*)        99,182    99,182   104,141
     25     125,284     (*)            (*)     (*)        (*)       (*)      (*)       111,579   111,579   117,158
     26     134,173     (*)            (*)     (*)        (*)       (*)      (*)       125,166   125,166   131,425
     27     143,506     (*)            (*)     (*)        (*)       (*)      (*)       140,042   140,042   147,044
     28     153,307     (*)            (*)     (*)        (*)       (*)      (*)       156,307   156,307   164,122
     29     163,597     (*)            (*)     (*)        (*)       (*)      (*)       174,066   174,066   182,769
     30     174,402     (*)            (*)     (*)        (*)       (*)      (*)       193,429   193,429   203,100
</TABLE>

     (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.


     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
<PAGE>   53



                             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       956        59   100,956     1,026       129   101,026     1,097       199   101,097
      2     3,229     1,940     1,043   101,940     2,141     1,244   102,141     2,352     1,454   102,352
      3     4,965     2,891     2,084   102,891     3,287     2,479   103,287     3,717     2,909   103,717
      4     6,788     3,810     3,092   103,810     4,464     3,746   104,464     5,202     4,484   105,202
      5     8,703     4,695     4,066   104,695     5,672     5,044   105,672     6,820     6,192   106,820
      6    10,713     5,546     5,007   105,546     6,912     6,374   106,912     8,582     8,043   108,582
      7    12,824     6,362     5,914   106,362     8,184     7,736   108,184    10,502    10,054   110,502
      8    15,040     7,144     6,785   107,144     9,489     9,130   109,489    12,596    12,237   112,596
      9    17,367     7,891     7,622   107,891    10,827    10,558   110,827    14,881    14,611   114,881
     10    19,810     8,602     8,602   108,602    12,198    12,198   112,198    17,373    17,373   117,373
     11    22,376     9,277     9,277   109,277    13,602    13,602   113,602    20,094    20,094   120,094
     12    25,069     9,914     9,914   109,914    15,040    15,040   115,040    23,066    23,066   123,066
     13    27,898    10,514    10,514   110,514    16,512    16,512   116,512    26,315    26,315   126,315
     14    30,868    11,075    11,075   111,075    18,017    18,017   118,017    29,875    29,875   129,875
     15    33,986    11,551    11,551   111,551    19,509    19,509   119,509    33,731    33,731   133,731
     16    37,261    11,966    11,966   111,966    21,012    21,012   121,012    37,939    37,939   137,939
     17    40,699    12,318    12,318   112,318    22,519    22,519   122,519    42,530    42,530   142,530
     18    44,309    12,600    12,600   112,600    24,027    24,027   124,027    47,539    47,539   147,539
     19    48,099    12,816    12,816   112,816    25,538    25,538   125,538    53,012    53,012   153,012
     20    52,079    12,978    12,978   112,978    27,068    27,068   127,068    59,012    59,012   159,012
     21    56,258    13,038    13,038   113,038    28,565    28,565   128,565    65,539    65,539   165,539
     22    60,646    12,986    12,986   112,986    30,018    30,018   130,018    72,639    72,639   172,639
     23    65,253    12,813    12,813   112,813    31,412    31,412   131,412    80,361    80,361   180,361
     24    70,091    12,509    12,509   112,509    32,732    32,732   132,732    88,757    88,757   188,757
     25    75,170    12,061    12,061   112,061    33,962    33,962   133,962    97,883    97,883   197,883
     26    80,504    11,461    11,461   111,461    35,083    35,083   135,083   107,805   107,805   207,805
     27    86,104    10,698    10,698   110,698    36,079    36,079   136,079   118,594   118,594   218,594
     28    91,984     9,762     9,762   109,762    36,929    36,929   136,929   130,328   130,328   230,328
     29    98,158     8,639     8,639   108,639    37,611    37,611   137,611   143,088   143,088   243,088
     30   104,641     7,311     7,311   107,311    38,095    38,095   138,095   156,962   156,962   256,962
</TABLE>

     (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.

     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
<PAGE>   54



                             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       926        29   100,926       995        97   100,995     1,063       166   101,063
      2     3,229     1,840       942   101,840     2,034     1,137   102,034     2,238     1,340   102,238
      3     4,965     2,709     1,901   102,709     3,088     2,281   103,088     3,500     2,693   103,500
      4     6,788     3,532     2,814   103,532     4,154     3,436   104,154     4,858     4,140   104,858
      5     8,703     4,306     3,678   104,306     5,230     4,601   105,230     6,316     5,688   106,316
      6    10,713     5,028     4,489   105,028     6,309     5,771   106,309     7,881     7,342   107,881
      7    12,824     5,691     5,242   105,691     7,388     6,939   107,388     9,556     9,107   109,556
      8    15,040     6,290     5,931   106,290     8,457     8,098   108,457    11,345    10,986   111,345
      9    17,367     6,818     6,548   106,818     9,510     9,240   109,510    13,252    12,983   113,252
     10    19,810     7,268     7,268   107,268    10,537    10,537   110,537    15,281    15,281   115,281
     11    22,376     7,635     7,635   107,635    11,529    11,529   111,529    17,437    17,437   117,437
     12    25,069     7,912     7,912   107,912    12,477    12,477   112,477    19,724    19,724   119,724
     13    27,898     8,095     8,095   108,095    13,375    13,375   113,375    22,150    22,150   122,150
     14    30,868     8,177     8,177   108,177    14,209    14,209   114,209    24,721    24,721   124,721
     15    33,986     8,146     8,146   108,146    14,965    14,965   114,965    27,441    27,441   127,441
     16    37,261     7,991     7,991   107,991    15,625    15,625   115,625    30,317    30,317   130,317
     17    40,699     7,700     7,700   107,700    16,171    16,171   116,171    33,349    33,349   133,349
     18    44,309     7,253     7,253   107,253    16,575    16,575   116,575    36,532    36,532   136,532
     19    48,099     6,632     6,632   106,632    16,810    16,810   116,810    39,859    39,859   139,859
     20    52,079     5,818     5,818   105,818    16,846    16,846   116,846    43,322    43,322   143,322
     21    56,258     4,796     4,796   104,796    16,656    16,656   116,656    46,916    46,916   146,916
     22    60,646     3,550     3,550   103,550    16,209    16,209   116,209    50,634    50,634   150,634
     23    65,253     2,064     2,064   102,064    15,476    15,476   115,476    54,470    54,470   154,470
     24    70,091       321       321   100,321    14,421    14,421   114,421    58,414    58,414   158,414
     25    75,170     (*)       (*)     (*)        12,998    12,998   112,998    62,441    62,441   162,441
     26    80,504     (*)       (*)     (*)        11,147    11,147   111,147    66,517    66,517   166,517
     27    86,104     (*)       (*)     (*)         8,797     8,797   108,797    70,591    70,591   170,591
     28    91,984     (*)       (*)     (*)         5,858     5,858   105,858    74,596    74,596   174,596
     29    98,158     (*)       (*)     (*)         2,239     2,239   102,239    78,453    78,453   178,453
     30   104,641     (*)       (*)     (*)       (*)       (*)       (*)        82,089    82,089   182,089
</TABLE>

     (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.


     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
<PAGE>   55



                             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     1,436       274   101,436     1,548       386   101,548     1,661       498   101,661
      2     5,381     2,891     1,728   102,891     3,206     2,043   103,206     3,535     2,373   103,535
      3     8,275     4,303     3,257   104,303     4,915     3,869   104,915     5,581     4,534   105,581
      4    11,314     5,673     4,743   105,673     6,678     5,748   106,678     7,814     6,884   107,814
      5    14,505     7,001     6,187   107,001     8,496     7,682   108,496    10,255     9,442   110,255
      6    17,855     8,287     7,590   108,287    10,371     9,674   110,371    12,924    12,227   112,924
      7    21,373     9,532     8,951   109,532    12,306    11,725   112,306    15,844    15,262   115,844
      8    25,066    10,735    10,270   110,735    14,302    13,837   114,302    19,039    18,574   119,039
      9    28,945    11,897    11,548   111,897    16,361    16,012   116,361    22,538    22,189   122,538
     10    33,017    13,017    13,017   113,017    18,486    18,486   118,486    26,372    26,372   126,372
     11    37,293    14,096    14,096   114,096    20,679    20,679   120,679    30,588    30,588   130,588
     12    41,782    14,952    14,952   114,952    22,754    22,754   122,754    35,029    35,029   135,029
     13    46,497    15,607    15,607   115,607    24,725    24,725   124,725    39,740    39,740   139,740
     14    51,446    16,084    16,084   116,084    26,615    26,615   126,615    44,771    44,771   144,771
     15    56,644    16,368    16,368   116,368    28,401    28,401   128,401    50,137    50,137   150,137
     16    62,101    16,499    16,499   116,499    30,116    30,116   130,116    55,912    55,912   155,912
     17    67,831    16,480    16,480   116,480    31,759    31,759   131,759    62,141    62,141   162,141
     18    73,848    16,296    16,296   116,296    33,308    33,308   133,308    68,854    68,854   168,854
     19    80,165    15,950    15,950   115,950    34,758    34,758   134,758    76,101    76,101   176,101
     20    86,798    15,453    15,453   115,453    36,114    36,114   136,114    83,948    83,948   183,948
     21    93,763    14,693    14,693   114,693    37,253    37,253   137,253    92,337    92,337   192,337
     22   101,076    13,644    13,644   113,644    38,135    38,135   138,135   101,293   101,293   201,293
     23   108,755    12,278    12,278   112,278    38,712    38,712   138,712   110,841   110,841   210,841
     24   116,818    10,563    10,563   110,563    38,934    38,934   138,934   121,006   121,006   221,006
     25   125,284     8,472     8,472   108,472    38,750    38,750   138,750   131,817   131,817   231,817
     26   134,173     5,973     5,973   105,973    38,102    38,102   138,102   143,303   143,303   243,303
     27   143,506     3,039     3,039   103,039    36,934    36,934   136,934   155,498   155,498   255,498
     28   153,307    (*)       (*)      (*)        35,184    35,184   135,184   168,441   168,441   268,441
     29   163,597    (*)       (*)      (*)        32,776    32,776   132,776   182,160   182,160   282,160
     30   174,402    (*)       (*)      (*)        29,616    29,616   129,616   196,671   196,671   296,671
</TABLE>

     (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.

     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
<PAGE>   56



                             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     1,260       613      --      50,000       665      --      50,000       716        23    50,000
      2     2,583     1,240       547    50,000     1,383       690    50,000     1,533       840    50,000
      3     3,972     1,841     1,218    50,000     2,117     1,494    50,000     2,418     1,794    50,000
      4     5,431     2,430     1,876    50,000     2,882     2,328    50,000     3,395     2,840    50,000
      5     6,962     3,008     2,523    50,000     3,680     3,195    50,000     4,474     3,989    50,000
      6     8,570     3,574     3,158    50,000     4,512     4,097    50,000     5,667     5,251    50,000
      7    10,259     4,129     3,782    50,000     5,382     5,035    50,000     6,988     6,641    50,000
      8    12,032     4,672     4,395    50,000     6,290     6,012    50,000     8,451     8,174    50,000
      9    13,893     5,204     4,996    50,000     7,239     7,031    50,000    10,073     9,865    50,000
     10    15,848     5,726     5,726    50,000     8,232     8,232    50,000    11,872    11,872    50,000
     11    17,901     6,236     6,236    50,000     9,271     9,271    50,000    13,870    13,870    50,000
     12    20,056     6,650     6,650    50,000    10,278    10,278    50,000    16,017    16,017    50,000
     13    22,318     6,979     6,979    50,000    11,265    11,265    50,000    18,348    18,348    50,000
     14    24,694     7,235     7,235    50,000    12,242    12,242    50,000    20,902    20,902    50,000
     15    27,189     7,409     7,409    50,000    13,205    13,205    50,000    23,709    23,709    50,000
     16    29,808     7,453     7,453    50,000    14,115    14,115    50,000    26,785    26,785    50,000
     17    32,559     7,367     7,367    50,000    14,973    14,973    50,000    30,192    30,192    50,000
     18    35,447     7,135     7,135    50,000    15,771    15,771    50,000    33,991    33,991    50,000
     19    38,479     6,754     6,754    50,000    16,508    16,508    50,000    38,263    38,263    50,000
     20    41,663     6,228     6,228    50,000    17,194    17,194    50,000    43,110    43,110    50,000
     21    45,006     5,525     5,525    50,000    17,809    17,809    50,000    48,642    48,642    51,074
     22    48,517     4,617     4,617    50,000    18,339    18,339    50,000    54,802    54,802    57,542
     23    52,202     3,468     3,468    50,000    18,764    18,764    50,000    61,585    61,585    64,664
     24    56,073     2,036     2,036    50,000    19,063    19,063    50,000    69,050    69,050    72,502
     25    60,136       270       270    50,000    19,211    19,211    50,000    77,260    77,260    81,123
     26    64,403     (*)       (*)      (*)       19,185    19,185    50,000    86,287    86,287    90,601
     27    68,883     (*)       (*)      (*)       18,952    18,952    50,000    96,206    96,206   101,016
     28    73,587     (*)       (*)      (*)       18,469    18,469    50,000   107,098   107,098   112,453
     29    78,527     (*)       (*)      (*)       17,675    17,675    50,000   119,052   119,052   125,005
     30    83,713     (*)       (*)      (*)       16,488    16,488    50,000   132,159   132,159   138,767
</TABLE>

     (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.


     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.



                                       53
<PAGE>   57




                             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          1,260         467          -       50,000        513          -       50,000          560            -       50,000
   2          2,583         908        215       50,000      1,031        338       50,000        1,159          466       50,000
   3          3,972       1,291        668       50,000      1,519        895       50,000        1,768        1,144       50,000
   4          5,431       1,611      1,057       50,000      1,971      1,417       50,000        2,383        1,829       50,000
   5          6,962       1,861      1,376       50,000      2,378      1,893       50,000        2,998        2,513       50,000
   6          8,570       2,033      1,617       50,000      2,731      2,315       50,000        3,606        3,190       50,000
   7         10,259       2,119      1,772       50,000      3,018      2,671       50,000        4,200        3,854       50,000
   8         12,032       2,105      1,828       50,000      3,222      2,945       50,000        4,768        4,490       50,000
   9         13,893       1,979      1,771       50,000      3,326      3,118       50,000        5,293        5,086       50,000
   10        15,848       1,724      1,724       50,000      3,310      3,310       50,000        5,763        5,763       50,000
   11        17,901       1,326      1,326       50,000      3,154      3,154       50,000        6,158        6,158       50,000
   12        20,056         769        769       50,000      2,833      2,833       50,000        6,461        6,461       50,000
   13        22,318          35         35       50,000      2,321      2,321       50,000        6,649        6,649       50,000
   14        24,694         (*)        (*)          (*)      1,585      1,585       50,000        6,694        6,694       50,000
   15        27,189         (*)        (*)          (*)        578        578       50,000        6,556        6,556       50,000
   16        29,808         (*)        (*)          (*)        (*)        (*)          (*)        6,180        6,180       50,000
   17        32,559         (*)        (*)          (*)        (*)        (*)          (*)        5,492        5,492       50,000
   18        35,447         (*)        (*)          (*)        (*)        (*)          (*)        4,392        4,392       50,000
   19        38,479         (*)        (*)          (*)        (*)        (*)          (*)        2,752        2,752       50,000
   20        41,663         (*)        (*)          (*)        (*)        (*)          (*)          410          410       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         (*)        (*)          (*)        (*)        (*)          (*)          (*)          (*)          (*)

</TABLE>

   (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.

   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.



                                       54
<PAGE>   58



                             DEATH BENEFIT OPTION 2
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45
                                 CURRENT VALUES
<TABLE>
<CAPTION>
                           0% HYPOTHETICAL             6% HYPOTHETICAL                2% 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>
      1       788       418      --      50,418       452      --      50,452       485      --      50,485
      2     1,614       876       302    50,876       970       396    50,970     1,068       494    51,068
      3     2,483     1,311       795    51,311     1,495       979    51,495     1,695     1,179    51,695
      4     3,394     1,726     1,267    51,726     2,029     1,570    52,029     2,371     1,912    52,371
      5     4,351     2,122     1,720    52,122     2,574     2,172    52,574     3,105     2,703    53,105
      6     5,357     2,500     2,156    52,500     3,130     2,785    53,130     3,900     3,556    53,900
      7     6,412     2,859     2,573    52,859     3,697     3,410    53,697     4,764     4,477    54,764
      8     7,520     3,200     2,970    53,200     4,274     4,045    54,274     5,701     5,472    55,701
      9     8,683     3,520     3,348    53,520     4,862     4,690    54,862     6,720     6,548    56,720
     10     9,905     3,821     3,821    53,821     5,460     5,460    55,460     7,827     7,827    57,827
     11    11,188     4,100     4,100    54,100     6,067     6,067    56,067     9,030     9,030    59,030
     12    12,535     4,359     4,359    54,359     6,684     6,684    56,684    10,339    10,339    60,339
     13    13,949     4,596     4,596    54,596     7,309     7,309    57,309    11,763    11,763    61,763
     14    15,434     4,811     4,811    54,811     7,942     7,942    57,942    13,314    13,314    63,314
     15    16,993     5,003     5,003    55,003     8,582     8,582    58,582    15,003    15,003    65,003
     16    18,630     5,171     5,171    55,171     9,229     9,229    59,229    16,843    16,843    66,843
     17    20,349     5,284     5,284    55,284     9,850     9,850    59,850    18,815    18,815    68,815
     18    22,154     5,336     5,336    55,336    10,437    10,437    60,437    20,927    20,927    70,927
     19    24,049     5,331     5,331    55,331    10,991    10,991    60,991    23,196    23,196    73,196
     20    26,039     5,275     5,275    55,275    11,516    11,516    61,516    25,642    25,642    75,642
     21    28,129     5,150     5,150    55,150    11,992    11,992    61,992    28,273    28,273    78,273
     22    30,323     4,951     4,951    54,951    12,410    12,410    62,410    31,100    31,100    81,100
     23    32,626     4,669     4,669    54,669    12,758    12,758    62,758    34,136    34,136    84,136
     24    35,045     4,297     4,297    54,297    13,024    13,024    63,024    37,392    37,392    87,392
     25    37,585     3,826     3,826    53,826    13,193    13,193    63,193    40,880    40,880    90,880
     26    40,252     3,248     3,248    53,248    13,250    13,250    63,250    44,616    44,616    94,616
     27    43,052     2,553     2,553    52,553    13,181    13,181    63,181    48,613    48,613    98,613
     28    45,992     1,734     1,734    51,734    12,969    12,969    62,969    52,890    52,890   102,890
     29    49,079       778       778    50,778    12,594    12,594    62,594    57,459    57,459   107,459
     30    52,321       (*)       (*)       (*)    12,031    12,031    62,031    62,336    62,336   112,336
</TABLE>

     (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.


     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.



                                       55
<PAGE>   59



                             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          -       50,352        382          -       50,382          413            -       50,413
  2           1,614         710        136       50,710        794        220       50,794          881          308       50,881
  3           2,483       1,043        527       51,043      1,203        686       51,203        1,377          861       51,377
  4           3,394       1,349        890       51,349      1,607      1,148       51,607        1,900        1,441       51,900
  5           4,351       1,628      1,226       51,628      2,005      1,604       52,005        2,453        2,051       52,453
  6           5,357       1,875      1,531       51,875      2,394      2,049       52,394        3,033        2,689       53,033
  7           6,412       2,088      1,801       52,088      2,767      2,480       52,767        3,641        3,354       53,641
  8           7,520       2,263      2,034       52,263      3,121      2,891       53,121        4,274        4,045       54,274
  9           8,683       2,395      2,222       52,395      3,448      3,276       53,448        4,929        4,757       54,929
  10          9,905       2,479      2,479       52,479      3,743      3,743       53,743        5,603        5,603       55,603
  11         11,188       2,512      2,512       52,512      3,999      3,999       53,999        6,293        6,293       56,293
  12         12,535       2,490      2,490       52,490      4,210      4,210       54,210        6,996        6,996       56,996
  13         13,949       2,410      2,410       52,410      4,370      4,370       54,370        7,708        7,708       57,708
  14         15,434       2,268      2,268       52,268      4,471      4,471       54,471        8,426        8,426       58,426
  15         16,993       2,054      2,054       52,054      4,500      4,500       54,500        9,139        9,139       59,139
  16         18,630       1,763      1,763       51,763      4,448      4,448       54,448        9,839        9,839       59,839
  17         20,349       1,385      1,385       51,385      4,299      4,299       54,299       10,515       10,515       60,515
  18         22,154         910        910       50,910      4,037      4,037       54,037       11,149       11,149       61,149
  19         24,049         323        323       50,323      3,640      3,640       53,640       11,722       11,722       61,722
  20         26,039         (*)        (*)          (*)      3,091      3,091       53,091       12,213       12,213       62,213
  21         28,129         (*)        (*)          (*)      2,367      2,367       52,367       12,600       12,600       62,600
  22         30,323         (*)        (*)          (*)      1,450      1,450       51,450       12,860       12,860       62,860
  23         32,626         (*)        (*)          (*)        319        319       50,319       12,967       12,967       62,967
  24         35,045         (*)        (*)          (*)        (*)        (*)          (*)       12,888       12,888       62,888
  25         37,585         (*)        (*)          (*)        (*)        (*)          (*)       12,584       12,584       62,584
  26         40,252         (*)        (*)          (*)        (*)        (*)          (*)       12,002       12,002       62,002
  27         43,052         (*)        (*)          (*)        (*)        (*)          (*)       11,075       11,075       61,075
  28         45,992         (*)        (*)          (*)        (*)        (*)          (*)        9,723        9,723       59,723
  29         49,079         (*)        (*)          (*)        (*)        (*)          (*)        7,858        7,858       57,858
  30         52,321         (*)        (*)          (*)        (*)        (*)          (*)        5,387        5,387       55,387
</TABLE>

  (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.

  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.



                                       56
<PAGE>   60



                             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     1,260       606      --      50,606       657      --      50,657       708        15    50,708
      2     2,583     1,219       526    51,219     1,360       667    51,360     1,507       814    51,507
      3     3,972     1,800     1,177    51,800     2,070     1,446    52,070     2,364     1,740    52,364
      4     5,431     2,364     1,809    52,364     2,802     2,248    52,802     3,299     2,745    53,299
      5     6,962     2,910     2,425    52,910     3,557     3,072    53,557     4,322     3,837    54,322
      6     8,570     3,439     3,023    53,439     4,336     3,920    54,336     5,439     5,023    55,439
      7    10,259     3,950     3,604    53,950     5,139     4,793    55,139     6,662     6,315    56,662
      8    12,032     4,445     4,167    54,445     5,968     5,691    55,968     8,000     7,723    58,000
      9    13,893     4,922     4,714    54,922     6,824     6,616    56,824     9,466     9,258    59,466
     10    15,848     5,383     5,383    55,383     7,707     7,707    57,707    11,072    11,072    61,072
     11    17,901     5,827     5,827    55,827     8,618     8,618    58,618    12,832    12,832    62,832
     12    20,056     6,155     6,155    56,155     9,457     9,457    59,457    14,658    14,658    64,658
     13    22,318     6,380     6,380    56,380    10,231    10,231    60,231    16,566    16,566    66,566
     14    24,694     6,515     6,515    56,515    10,949    10,949    60,949    18,578    18,578    68,578
     15    27,189     6,552     6,552    56,552    11,600    11,600    61,600    20,694    20,694    70,694
     16    29,808     6,434     6,434    56,434    12,119    12,119    62,119    22,862    22,862    72,862
     17    32,559     6,165     6,165    56,165    12,503    12,503    62,503    25,090    25,090    75,090
     18    35,447     5,728     5,728    55,728    12,727    12,727    62,727    27,370    27,370    77,370
     19    38,479     5,130     5,130    55,130    12,786    12,786    62,786    29,710    29,710    79,710
     20    41,663     4,380     4,380    54,380    12,682    12,682    62,682    32,128    32,128    82,128
     21    45,006     3,454     3,454    53,454    12,380    12,380    62,380    34,601    34,601    84,601
     22    48,517     2,333     2,333    52,333    11,848    11,848    61,848    37,113    37,113    87,113
     23    52,202       996       996    50,996    11,052    11,052    61,052    39,642    39,642    89,642
     24    56,073       (*)       (*)       (*)     9,955     9,955    59,955    42,163    42,163    92,163
     25    60,136       (*)       (*)       (*)     8,518     8,518    58,518    44,650    44,650    94,650
     26    64,403       (*)       (*)       (*)     6,714     6,714    56,714    47,084    47,084    97,084
     27    68,883       (*)       (*)       (*)     4,503     4,503    54,503    49,439    49,439    99,439
     28    73,587       (*)       (*)       (*)     1,845     1,845    51,845    51,679    51,679   101,679
     29    78,527       (*)       (*)       (*)       (*)       (*)       (*)    53,761    53,761   103,761
     30    83,713       (*)       (*)       (*)       (*)       (*)       (*)    55,624    55,624   105,624
</TABLE>

     (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.


     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.



                                       57
<PAGE>   61



                             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          1,260         458          -       50,458        504          -       50,504          550            -       50,550
   2          2,583         885        192       50,885      1,005        312       51,005        1,130          437       51,130
   3          3,972       1,247        623       51,247      1,467        843       51,467        1,708        1,084       51,708
   4          5,431       1,538        984       51,538      1,882      1,328       51,882        2,277        1,722       52,277
   5          6,962       1,752      1,267       51,752      2,241      1,756       52,241        2,826        2,341       52,826
   6          8,570       1,882      1,466       51,882      2,531      2,116       52,531        3,345        2,929       53,345
   7         10,259       1,920      1,573       51,920      2,741      2,395       52,741        3,822        3,475       53,822
   8         12,032       1,852      1,575       51,852      2,852      2,575       52,852        4,236        3,959       54,236
   9         13,893       1,667      1,459       51,667      2,846      2,638       52,846        4,566        4,358       54,566
   10        15,848       1,352      1,352       51,352      2,703      2,703       52,703        4,790        4,790       54,790
   11        17,901         898        898       50,898      2,404      2,404       52,404        4,883        4,883       54,883
   12        20,056         294        294       50,294      1,931      1,931       51,931        4,818        4,818       54,818
   13        22,318         (*)        (*)          (*)      1,262      1,262       51,262        4,567        4,567       54,567
   14        24,694         (*)        (*)          (*)        373        373       50,373        4,094        4,094       54,094
   15        27,189         (*)        (*)          (*)        (*)        (*)          (*)        3,355        3,355       53,355
   16        29,808         (*)        (*)          (*)        (*)        (*)          (*)        2,292        2,292       52,292
   17        32,559         (*)        (*)          (*)        (*)        (*)          (*)          836          836       50,836
   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         (*)        (*)          (*)        (*)        (*)          (*)          (*)          (*)          (*)
</TABLE>

   (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.

   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.


                                       58
<PAGE>   62

<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), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1999 and
1998, 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,
1999. 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, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.






Columbus, Ohio
January 28, 2000
<PAGE>   2
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                           Consolidated Balance Sheets

                     (in millions, except per share amounts)

<TABLE>
<CAPTION>

                                                                                  December 31,
                                                                         -----------------------------
                                     Assets                                1999                1998
                                     ------                              ---------           ---------
<S>                                                                      <C>                 <C>
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity securities                                            $15,294.0           $14,245.1
    Equity securities                                                         92.9               127.2
  Mortgage loans on real estate, net                                       5,786.3             5,328.4
  Real estate, net                                                           254.8               243.6
  Policy loans                                                               519.6               464.3
  Other long-term investments                                                 73.8                44.0
  Short-term investments                                                     416.0               289.1
                                                                         ---------           ---------
                                                                          22,437.4            20,741.7
                                                                         ---------           ---------

Cash                                                                           4.8                 3.4
Accrued investment income                                                    238.6               218.7
Deferred policy acquisition costs                                          2,554.1             2,022.2
Other assets                                                                 305.9               420.3
Assets held in separate accounts                                          67,135.1            50,935.8
                                                                         ---------           ---------
                                                                         $92,675.9           $74,342.1
                                                                         =========           =========

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

Future policy benefits and claims                                        $21,861.6           $19,767.1
Other liabilities                                                            914.2               866.1
Liabilities related to separate accounts                                  67,135.1            50,935.8
                                                                         ---------           ---------
                                                                          89,910.9            71,569.0
                                                                         ---------           ---------

Commitments and contingencies (notes 8 and 13)

Shareholder's equity:
  Common stock, $1 par value.  Authorized 5.0 million shares;
    3.8 million shares issued and outstanding                                  3.8                 3.8
  Additional paid-in capital                                                 766.1               914.7
  Retained earnings                                                        2,011.0             1,579.0
  Accumulated other comprehensive income                                     (15.9)              275.6
                                                                         ---------           ---------
                                                                           2,765.0             2,773.1
                                                                         ---------           ---------
                                                                         $92,675.9           $74,342.1
                                                                         =========           =========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   3
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                        Consolidated Statements of Income

                                  (in millions)

<TABLE>
<CAPTION>

                                                                            Years ended December 31,
                                                                ---------------------------------------------
                                                                  1999               1998              1997
                                                                --------           --------          --------

<S>                                                             <C>                <C>               <C>
Revenues:
  Policy charges                                                $  895.5           $  698.9          $  545.2
  Life insurance premiums                                          220.8              200.0             205.4
  Net investment income                                          1,520.8            1,481.6           1,409.2
  Realized (losses) gains on investments                           (11.6)              28.4              11.1
  Other                                                             66.1               66.8              46.5
                                                                --------           --------          --------
                                                                 2,691.6            2,475.7           2,217.4
                                                                --------           --------          --------
Benefits and expenses:
  Interest credited to policyholder account balances             1,096.3            1,069.0           1,016.6
  Other benefits and claims                                        210.4              175.8             178.2
  Policyholder dividends on participating policies                  42.4               39.6              40.6
  Amortization of deferred policy acquisition costs                272.6              214.5             167.2
  Other operating expenses                                         463.4              419.7             384.9
                                                                --------           --------          --------
                                                                 2,085.1            1,918.6           1,787.5
                                                                --------           --------          --------

    Income before federal income tax expense                       606.5              557.1             429.9

Federal income tax expense                                         201.4              190.4             150.2
                                                                --------           --------          --------

    Net income                                                  $  405.1           $  366.7          $  279.7
                                                                ========           ========          ========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   4
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1999, 1998 and 1997
                                  (in millions)

<TABLE>
<CAPTION>

                                                                                                  Accumulated
                                                                Additional                           other              Total
                                                  Common         paid-in           Retained       comprehensive      shareholder's
                                                  stock          capital           earnings          income             equity
                                                 --------        --------         ----------         --------         ----------
<S>                                              <C>             <C>              <C>                <C>              <C>
December 31, 1996                                  $  3.8        $  527.9           $1,432.6           $173.6           $2,137.9

Comprehensive income:
    Net income                                         --              --              279.7               --              279.7
    Net unrealized gains on securities
      available-for-sale arising during
      the year                                         --              --                 --             73.5               73.5
                                                                                                                        --------
  Total comprehensive income                                                                                               353.2
                                                                                                                        --------
Capital contribution                                   --           836.8                 --               --              836.8
                                                                                                                        --------
Dividend to shareholder                                --          (450.0)            (400.0)              --             (850.0)
                                                   ------        --------           --------           ------           --------
December 31, 1997                                     3.8           914.7            1,312.3            247.1            2,477.9

Comprehensive income:
    Net income                                         --              --              366.7               --              366.7
    Net unrealized gains on securities
      available-for-sale arising during
      the year                                         --              --                 --             28.5               28.5
                                                                                                                        --------
  Total comprehensive income                                                                                               395.2
                                                                                                                        --------
Dividend to shareholder                                --              --             (100.0)              --             (100.0)
                                                   ------        --------           --------           ------           --------
December 31, 1998                                     3.8           914.7            1,579.0            275.6            2,773.1

Comprehensive income:
    Net income                                         --              --              405.1               --              405.1
    Net unrealized losses on securities
      available-for-sale arising during
      the year                                         --              --                 --           (315.0)            (315.0)
                                                                                                                        --------
  Total comprehensive income                                                                                                90.1
                                                                                                                        --------
Capital contribution                                   --            26.4               87.9             23.5              137.8
                                                                                                                        --------
Dividends to shareholder                               --          (175.0)             (61.0)              --             (236.0)
                                                   ------        --------           --------           ------           --------
December 31, 1999                                  $  3.8        $  766.1           $2,011.0           $(15.9)          $2,765.0
                                                   ======        ========           ========           ======           ========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   5
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                      Consolidated Statements of Cash Flows

                                  (in millions)

<TABLE>
<CAPTION>

                                                                                              Years ended December 31,
                                                                                       -------------------------------------
                                                                                         1999          1998          1997
                                                                                       ---------     ---------     ---------
<S>                                                                                   <C>            <C>           <C>
Cash flows from operating activities:
  Net income                                                                          $    405.1     $   366.7     $   279.7
  Adjustments to reconcile net income to net cash provided by operating
    activities:
      Interest credited to policyholder account balances                                 1,096.3       1,069.0       1,016.6
      Capitalization of deferred policy acquisition costs                                 (637.0)       (584.2)       (487.9)
      Amortization of deferred policy acquisition costs                                    272.6         214.5         167.2
      Amortization and depreciation                                                          2.4          (8.5)         (2.0)
      Realized (gains) losses on invested assets, net                                       11.6         (28.4)        (11.1)
      Increase in accrued investment income                                                 (7.9)         (8.2)         (0.3)
      Decrease (increase) in other assets                                                  122.9          16.4         (12.7)
      Decrease in policy liabilities                                                       (20.9)         (8.3)        (23.1)
      Increase (decrease) in other liabilities                                             149.7         (34.8)        230.6
      Other, net                                                                            (8.6)        (11.3)        (10.9)
                                                                                       ---------     ---------     ---------
        Net cash provided by operating activities                                        1,386.2         982.9       1,146.1
                                                                                       ---------     ---------     ---------

Cash flows from investing activities:
  Proceeds from maturity of securities available-for-sale                                2,307.9       1,557.0         993.4
  Proceeds from sale of securities available-for-sale                                      513.1         610.5         574.5
  Proceeds from repayments of mortgage loans on real estate                                696.7         678.2         437.3
  Proceeds from sale of real estate                                                          5.7         103.8          34.8
  Proceeds from repayments of policy loans and sale of other invested assets                40.9          23.6          22.7
  Cost of securities available-for-sale acquired                                        (3,724.9)     (3,182.8)     (2,828.1)
  Cost of mortgage loans on real estate acquired                                          (971.4)       (829.1)       (752.2)
  Cost of real estate acquired                                                             (14.2)         (0.8)        (24.9)
  Short-term investments, net                                                              (27.5)         69.3        (354.8)
  Other, net                                                                              (110.9)        (88.4)        (62.5)
                                                                                       ---------     ---------     ---------
        Net cash used in investing activities                                           (1,284.6)     (1,058.7)     (1,959.8)
                                                                                       ---------     ---------     ---------

Cash flows from financing activities:
  Proceeds from capital contributions                                                         --            --         836.8
  Cash dividends paid                                                                     (188.5)       (100.0)           --
  Increase in investment product and universal life insurance
    product account balances                                                             3,799.4       2,682.1       2,488.5
  Decrease in investment product and universal life insurance
    product account balances                                                            (3,711.1)     (2,678.5)     (2,379.8)
                                                                                       ---------     ---------     ---------
        Net cash used in financing activities                                             (100.2)        (96.4)        945.5
                                                                                       ---------     ---------     ---------
Net increase (decrease) in cash                                                              1.4        (172.2)        131.8

Cash, beginning of year                                                                      3.4         175.6          43.8
                                                                                       ---------     ---------     ---------
Cash, end of year                                                                      $     4.8     $     3.4     $   175.6
                                                                                       =========     =========     =========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   6
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997


(1)      Organization and Description of Business

         Nationwide Life Insurance Company (NLIC) is a leading provider of
         long-term savings and retirement products in the United States and is a
         wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS).
         The Company develops and sells a diverse range of products including
         variable annuities, fixed annuities and life insurance as well as
         investment management and administrative services. NLIC markets its
         products through a broad network of distribution channels, including
         independent broker/dealers, national and regional brokerage firms,
         financial institutions, pension plan administrators, life insurance
         specialists, Nationwide Retirement Solutions sales representatives, and
         Nationwide agents.

         Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
         Insurance Company (NLAIC), Nationwide Advisory Services, Inc., and
         Nationwide Investment Services Corporation. NLIC and its subsidiaries
         are collectively referred to as "the Company."


(2)      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, which differ
         from statutory accounting practices prescribed or permitted by
         regulatory authorities. Annual Statements for NLIC and NLAIC, filed
         with the Department of Insurance of the State of Ohio (the Department),
         are prepared on the basis of accounting practices prescribed or
         permitted by the 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. All significant intercompany
              balances and transactions have been eliminated.
<PAGE>   7
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         (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 accumulated other comprehensive income in
              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, 1999 or 1998.

              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 is 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 deferred annuities. Universal life insurance
              products include universal life insurance, variable universal life
              insurance, corporate owned 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.
<PAGE>   8
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         (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 sales 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. 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 2(b). For traditional life insurance 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.

         (e)  Separate Accounts

              Separate account assets and liabilities represent contractholders'
              funds which have been segregated into accounts with specific
              investment objectives. For all but $915.4 million of separate
              account assets, 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. The average interest rate credited on investment product
              policy reserves was 5.6%, 6.0% and 6.1% for the years ended
              December 31, 1999, 1998 and 1997, respectively.

              Future policy benefits for traditional life insurance policies
              have been calculated by the net level premium method using
              interest rates varying from 6.0% to 10.5% and 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.
<PAGE>   9
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         (g)  Participating Business

              Participating business represents approximately 29% in 1999 (40%
              in 1998 and 50% in 1997) of the Company's life insurance in force,
              69% in 1999 (74% in 1998 and 77% in 1997) of the number of life
              insurance policies in force, and 13% in 1999 (14% in 1998 and 27%
              in 1997) of life insurance statutory premiums. The provision for
              policyholder dividends is based on current dividend scales and is
              included in "Future policy benefits and claims" in the
              accompanying consolidated balance sheets.

         (h)  Federal Income Tax

              The Company files a consolidated federal income tax return with
              Nationwide Mutual Insurance Company (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.

              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.

         (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.

         (j)  Recently Issued Accounting Pronouncements

              In March 1998, The American Institute of Certified Public
              Accountant's Accounting Standards Executive Committee issued
              Statement of Position (SOP) 98-1, "Accounting for the Costs of
              Computer Software Developed or Obtained for Internal Use." The
              SOP, which has been adopted prospectively as of January 1, 1999,
              requires the capitalization of certain costs incurred in
              connection with developing or obtaining internal use software.
              Prior to the adoption of SOP 98-1, the Company expensed internal
              use software related costs as incurred. The effect of adopting the
              SOP was to increase net income for 1999 by $8.3 million.

              In June 1998, the Financial Accounting Standards Board (FASB)
              issued Statement No. 133, "Accounting for Derivative Instruments
              and Hedging Activities" (FAS 133). FAS 133 establishes accounting
              and reporting standards for derivative instruments and for hedging
              activities. Contracts that contain embedded derivatives, such as
              certain investment and insurance contracts, are also addressed by
              the Statement. FAS 133 requires that an entity recognize all
              derivatives as either assets or liabilities in the statement of
              financial position and measure those instruments at fair value. In
              July 1999 the FASB issued Statement No. 137 which delayed the
              effective date of FAS 133 to fiscal years beginning after June 15,
              2000. The Company plans to adopt this Statement in first quarter
              2001 and is currently evaluating the impact on results of
              operations and financial condition.

         (k)  Reclassification

              Certain items in the 1998 and 1997 consolidated financial
              statements have been reclassified to conform to the 1999
              presentation.
<PAGE>   10
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


(3)      Investments

         The amortized cost, gross unrealized gains and losses and estimated
         fair value of securities available-for-sale as of December 31, 1999 and
         1998 were:
<TABLE>
<CAPTION>

                                                                                     Gross        Gross
                                                                     Amortized    unrealized    unrealized      Estimated
             (in millions)                                             cost          gains        losses        fair value
                                                                     ---------       ------       -------        ---------
<S>                                                                  <C>             <C>          <C>            <C>
             December 31, 1999:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of U.S.
                   government corporations and agencies              $   428.4       $ 23.4       $  (2.4)       $   449.4
                 Obligations of states and political subdivisions          0.8           --            --              0.8
                 Debt securities issued by foreign governments           110.6          0.6          (0.8)           110.4
                 Corporate securities                                 11,414.7        118.9        (218.6)        11,315.0
                 Mortgage-backed securities                            3,422.8         25.8         (30.2)         3,418.4
                                                                     ---------       ------       -------        ---------
                     Total fixed maturity securities                  15,377.3        168.7        (252.0)        15,294.0
               Equity securities                                          84.9         12.4          (4.4)            92.9
                                                                     ---------       ------       -------        ---------
                                                                     $15,462.2       $181.1       $(256.4)       $15,386.9
                                                                     =========       ======       =======        =========

             December 31, 1998:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of U.S.
                   government corporations and agencies              $   255.9       $ 13.0       $    --        $   268.9
                 Obligations of states and political subdivisions          1.6           --            --              1.6
                 Debt securities issued by foreign governments           106.5          4.5            --            111.0
                 Corporate securities                                  9,899.6        423.2         (18.7)        10,304.1
                 Mortgage-backed securities                            3,457.7        104.2          (2.4)         3,559.5
                                                                     ---------       ------       -------        ---------
                     Total fixed maturity securities                  13,721.3        544.9         (21.1)        14,245.1
               Equity securities                                         110.4         18.3          (1.5)           127.2
                                                                     ---------       ------       -------        ---------
                                                                     $13,831.7       $563.2       $ (22.6)       $14,372.3
                                                                     =========       ======       =======        =========
</TABLE>

         The amortized cost and estimated fair value of fixed maturity
         securities available-for-sale as of December 31, 1999, by expected
         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
             (in millions)                                                            cost          fair value
                                                                                    ---------        ---------
<S>                                                                                 <C>              <C>
             Fixed maturity securities available for sale:
               Due in one year or less                                              $   847.0        $   847.0
               Due after one year through five years                                  5,240.5          5,205.7
               Due after five years through ten years                                 5,046.9          5,005.2
               Due after ten years                                                    4,242.9          4,236.1
                                                                                    ---------        ---------
                                                                                    $15,377.3        $15,294.0
                                                                                    =========        =========

</TABLE>
<PAGE>   11
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The components of unrealized (losses) gains on securities
         available-for-sale, net, were as follows as of December 31:

<TABLE>
<CAPTION>

             (in millions)                                                           1999         1998
                                                                                    ------       -------
<S>                                                                                 <C>          <C>
             Gross unrealized (losses) gains                                        $(75.3)      $ 540.6
             Adjustment to deferred policy acquisition costs                          50.9        (116.6)
             Deferred federal income tax                                               8.5        (148.4)
                                                                                    ------       -------
                                                                                    $(15.9)      $ 275.6
                                                                                    ======       =======
</TABLE>

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

             (in millions)                                                   1999          1998          1997
                                                                            -------        -----        ------

<S>                                                                         <C>            <C>          <C>
             Securities available-for-sale:
               Fixed maturity securities                                    $(607.1)       $52.6        $137.5
               Equity securities                                               (8.8)         4.2          (2.7)
                                                                            -------        -----        ------
                                                                            $(615.9)       $56.8        $134.8
                                                                            =======        =====        ======
</TABLE>

         Proceeds from the sale of securities available-for-sale during 1999,
         1998 and 1997 were $513.1 million, $610.5 million and $574.5 million,
         respectively. During 1999, gross gains of $10.4 million ($9.0 million
         and $9.9 million in 1998 and 1997, respectively) and gross losses of
         $28.0 million ($7.6 million and $18.0 million in 1998 and 1997,
         respectively) were realized on those sales. In addition, gross gains of
         $15.1 million and gross losses of $0.7 million were realized in 1997
         when the Company paid a dividend to NFS, which then made an equivalent
         dividend to Nationwide Corp., consisting of securities having an
         aggregate fair value of $850.0 million.

         The Company had $15.6 million of real estate investments at December
         31, 1999 that were non-income producing the preceding twelve months.
         During 1998 the Company had investments of $42.4 million that were
         non-income producing, which consisted of $32.7 million of securities
         available-for-sale and $9.7 million of real estate.

         Real estate is presented at cost less accumulated depreciation of $24.8
         million as of December 31, 1999 ($21.5 million as of December 31, 1998)
         and valuation allowances of $5.5 million as of December 31, 1999 ($5.4
         million as of December 31, 1998).

         The recorded investment of mortgage loans on real estate considered to
         be impaired was $3.7 million as of both December 31, 1999 and 1998. No
         valuation allowance has been recorded for these loans as of December
         31, 1999 or 1998. During 1999, the average recorded investment in
         impaired mortgage loans on real estate was approximately $3.7 million
         ($9.1 million in 1998) and there was no interest income recognized on
         those loans. Interest income recognized on impaired loans was $0.3
         million in 1998 which is equal to interest income recognized using a
         cash-basis method of income recognition.
<PAGE>   12
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



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

<TABLE>
<CAPTION>
             (in millions)                                             1999     1998     1997
                                                                       -----    -----    -----

<S>                                                                    <C>      <C>      <C>
             Allowance, beginning of year                              $42.4    $42.5    $51.0
               Additions (reductions) charged to operations              0.7     (0.1)    (1.2)
               Direct write-downs charged against the allowance           --       --     (7.3)
               Allowance on acquired mortgage loans                      1.3       --       --
                                                                       -----    -----    -----
             Allowance, end of year                                    $44.4    $42.4    $42.5
                                                                       =====    =====    =====
</TABLE>

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

             (in millions)                                                  1999       1998       1997
                                                                          --------   --------   --------

<S>                                                                       <C>        <C>        <C>
             Gross investment income:
               Securities available-for-sale:
                 Fixed maturity securities                                $1,031.3   $  982.5   $  911.6
                 Equity securities                                             2.5        0.8        0.8
               Mortgage loans on real estate                                 460.4      458.9      457.7
               Real estate                                                    28.8       40.4       42.9
               Short-term investments                                         18.6       17.8       22.7
               Other                                                          26.5       30.7       21.0
                                                                          --------   --------   --------
                   Total investment income                                 1,568.1    1,531.1    1,456.7
             Less investment expenses                                         47.3       49.5       47.5
                                                                          --------   --------   --------
                   Net investment income                                  $1,520.8   $1,481.6   $1,409.2
                                                                          ========   ========   ========
</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>

             (in millions)                                                 1999     1998    1997
                                                                          -------   -----   -----

<S>                                                                       <C>      <C>     <C>
             Securities available-for-sale:
               Fixed maturity securities                                  $(25.0)  $(0.7)  $ 3.6
               Equity securities                                             7.4     2.1     2.7
             Mortgage loans on real estate                                  (0.6)    3.9     1.6
             Real estate and other                                           6.6    23.1     3.2
                                                                          ------   -----   -----
                                                                          $(11.6)  $28.4   $11.1
                                                                          ======   =====   =====
</TABLE>

         Fixed maturity securities with an amortized cost of $9.1 million as of
         December 31, 1999 and $6.5 million as of December 31, 1998 were on
         deposit with various regulatory agencies as required by law.

(4)      Derivative Financial Instruments

         The Company uses derivative financial instruments, principally interest
         rate swaps, interest rate futures contracts and foreign currency swaps,
         to manage market risk exposures associated with changes in interest
         rates and foreign currency exchange rates. Provided they meet specific
         criteria, interest rate swaps and futures are considered hedges and are
         accounted for under the accrual method and deferral method,
         respectively. The Company has no significant derivative positions that
         are not considered hedges.
<PAGE>   13
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Interest rate swaps are primarily used to convert specific investment
         securities and interest bearing policy liabilities from a fixed-rate to
         a floating-rate basis. Amounts receivable or payable under these
         agreements are recognized as an adjustment to net investment income or
         interest credited to policyholder account balances consistent with the
         nature of the hedged item. The changes in fair value of the interest
         rate swap agreements are not recognized on the balance sheet, except
         for interest rate swaps designated as hedges of fixed maturity
         securities available-for-sale, for which changes in fair values are
         reported in accumulated other comprehensive income.

         Interest rate futures contracts are primarily used to hedge the risk of
         adverse interest rate changes related to the Company's mortgage loan
         commitments and anticipated purchases of fixed rate investments. Gains
         and losses are deferred and, at the time of closing, reflected as an
         adjustment to the carrying value of the related mortgage loans or
         investments. The carrying value adjustments are amortized into net
         investment income over the life of the related mortgage loans or
         investments.

         Foreign currency swaps are used to convert cash flows from specific
         policy liabilities and investments denominated in foreign currencies
         into U.S. dollars at specified exchange rates. Gains and losses on
         foreign currency swaps are recorded in earnings based on the related
         spot foreign exchange rate at the end of the reporting period. Gains
         and losses on these contracts offset those recorded as a result of
         translating the hedged foreign currency denominated liabilities and
         investments to U.S. dollars.

         The following table summarizes the notional amount of derivative
         financial instruments classified as hedges outstanding as of December
         31, 1999. Prior to 1999 the Company's activities in derivatives were
         not significant.

<TABLE>
<CAPTION>
                                                                               (in millions)
                                                                               -------------
<S>                                                                               <C>
            Interest rate swaps
               Pay fixed/receive variable rate swaps hedging investments          $362.7
               Pay variable/receive fixed rate swaps hedging investments          $ 28.5
               Other contracts hedging investments                                $ 19.1
               Pay variable/receive fixed rate swaps hedging liabilities          $577.2

            Foreign currency swaps
               Hedging foreign currency denominated investments                   $ 14.8
               Hedging foreign currency denominated liabilities                   $577.2

            Interest rate futures contracts                                       $781.6

</TABLE>
<PAGE>   14
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



(5)      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, 1999
         and 1998 are as follows:

<TABLE>
<CAPTION>
             (in millions)                                                   1999            1998
                                                                             ----            ----
<S>                                                                         <C>             <C>
             Deferred tax assets:
               Fixed maturity securities                                    $  5.3          $   --
               Future policy benefits                                        149.5           207.7
               Liabilities in separate accounts                              373.6           319.9
               Mortgage loans on real estate and real estate                  18.5            17.5
               Other assets and other liabilities                             51.1            58.9
                                                                             -----          ------
                 Total gross deferred tax assets                             598.0           604.0
                 Less valuation allowance                                     (7.0)           (7.0)
                                                                             -----          ------
                 Net deferred tax assets                                     591.0           597.0
                                                                             -----          ------

             Deferred tax liabilities:
               Deferred policy acquisition costs                             724.4           568.7
               Fixed maturity securities                                        --           212.2
               Deferred tax on realized investment gains                      34.7            34.8
               Equity securities and other long-term investments              10.8             9.6
               Other                                                          26.5            21.6
                                                                            ------          ------
                 Total gross deferred tax liabilities                        796.4           846.9
                                                                            ------          ------
                 Net deferred tax liability                                 $205.4          $249.9
                                                                            ======          ======
</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, 1999, 1998 and 1997.

         The Company's current federal income tax liability was $104.7 million
         and $72.8 million as of December 31, 1999 and 1998, respectively.

         Federal income tax expense for the years ended December 31 was as
         follows:

           (in millions)                    1999      1998      1997
                                           ------    ------    ------

           Currently payable               $ 53.6    $186.1    $121.7
           Deferred tax expense             147.8       4.3      28.5
                                           ------    ------    ------
                                           $201.4    $190.4    $150.2
                                           ======    ======    ======
<PAGE>   15
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Total federal income tax expense for the years ended December 31, 1999,
         1998 and 1997 differs from the amount computed by applying the U.S.
         federal income tax rate to income before tax as follows:

<TABLE>
<CAPTION>
                                                             1999                     1998                     1997
                                                       ----------------         ----------------         ----------------
         (in millions)                                 Amount       %           Amount        %          Amount        %
                                                       ------      ----         ------      ----         ------      ----

<S>                                                    <C>         <C>          <C>         <C>          <C>         <C>
         Computed (expected) tax expense               $212.3      35.0         $195.0      35.0         $150.5      35.0
         Tax exempt interest and dividends
           received deduction                            (7.3)     (1.2)          (4.9)     (0.9)            --        --
         Income tax credits                              (4.3)     (0.7)            --        --             --        --
         Other, net                                       0.7       0.1            0.3       0.1           (0.3)     (0.1)
                                                       ------      ----         ------      ----         ------      ----
             Total (effective rate of each year)       $201.4      33.2         $190.4      34.2         $150.2      34.9
                                                       ======      ====         ======      ====         ======      ====
</TABLE>

         Total federal income tax paid was $29.8 million, $173.4 million and
         $91.8 million during the years ended December 31, 1999, 1998 and 1997,
         respectively.

(6)      Comprehensive Income

         Comprehensive Income includes net income as well as certain items that
         are reported directly within separate components of shareholder's
         equity that bypass net income. Currently, the Company's only component
         of Other Comprehensive Income is unrealized gains (losses) on
         securities available-for-sale. The related before and after federal tax
         amounts are as follows:
<TABLE>
<CAPTION>

             (in millions)                                                 1999       1998       1997
                                                                          -------    ------     ------
<S>                                                                       <C>        <C>        <C>
             Unrealized gains (losses) on securities available-for-sale
                arising during the period:
                Gross                                                     $(665.3)   $ 58.2     $141.1
                Adjustment to deferred policy acquisition costs             167.5     (12.9)     (21.8)
                Related federal income tax (expense) benefit                171.4     (15.9)     (41.7)
                                                                          -------    ------     ------
                   Net                                                     (326.4)     29.4       77.6
                                                                          -------    ------     ------

             Reclassification adjustment for net (gains) losses on
                securities available-for-sale realized during the
                period:
                Gross                                                        17.6      (1.4)      (6.3)
                Related federal income tax expense (benefit)                 (6.2)      0.5        2.2
                                                                          -------    ------     ------
                   Net                                                       11.4      (0.9)      (4.1)
                                                                          -------    ------     ------
             Total Other Comprehensive Income                             $(315.0)   $ 28.5     $ 73.5
                                                                          =======    ======     ======
</TABLE>

(7)      Fair Value of Financial Instruments

         The following disclosures summarize the carrying amount and estimated
         fair value of the Company's financial instruments. Certain assets and
         liabilities are specifically excluded from the disclosure requirements
         of financial instruments. Accordingly, the aggregate fair value amounts
         presented do not represent the underlying value of the Company.
<PAGE>   16
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The fair value of a financial instrument is defined 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 to be based on estimates using
         present value or other valuation techniques. Many of the Company's
         assets and liabilities subject to the disclosure requirements are not
         actively traded, requiring fair values to be estimated by management
         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.

         Although insurance contracts, other than policies such as annuities
         that are classified as investment contracts, are specifically exempted
         from the disclosure requirements, 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:

              Fixed maturity and equity securities: The 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. The carrying amount and fair value for fixed
              maturity and equity securities exclude the fair value of
              derivatives contracts designated as hedges of fixed maturity and
              equity securities.

              Mortgage loans on real estate, net: 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 mortgage loans in default is the estimated fair
              value of the underlying collateral.

              Policy loans, short-term investments and cash: The carrying amount
              reported in the consolidated balance sheets for these instruments
              approximates their fair value.

              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 is net of certain surrender
              charges.

              Investment contracts: The 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 analysis. Interest rates used are similar to currently
              offered contracts with maturities consistent with those remaining
              for the contracts being valued.
<PAGE>   17
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



              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.

              Commitments to extend credit: Commitments to extend credit have
              nominal fair value because of the short-term nature of such
              commitments. See note 8.

              Futures contracts: The fair value for futures contracts is based
              on quoted market prices.

              Interest rate and foreign currency swaps: The fair value for
              interest rate and foreign currency swaps are calculated with
              pricing models using current rate assumptions.

           Carrying amount and estimated fair value of financial instruments
           subject to disclosure requirements and policy reserves on life
           insurance contracts were as follows as of December 31:

<TABLE>
<CAPTION>
                                                                         1999                              1998
                                                                ------------------------         -------------------------
                                                                Carrying       Estimated         Carrying       Estimated
               (in millions)                                     amount        fair value         amount        fair value
                                                                ---------      ---------         ---------      ----------
<S>                                                             <C>            <C>               <C>             <C>
               Assets:
                 Investments:
                   Securities available-for-sale:
                     Fixed maturity securities                  $15,294.0      $15,294.0         $14,245.1       $14,245.1
                     Equity securities                               92.9           92.9             128.5           128.5
                   Mortgage loans on real estate, net             5,786.3        5,745.5           5,328.4         5,527.6
                   Policy loans                                     519.6          519.6             464.3           464.3
                   Short-term investments                           416.0          416.0             289.1           289.1
                 Cash                                                 4.8            4.8               3.4             3.4
                 Assets held in separate accounts                67,135.1       67,135.1          50,935.8        50,935.8

               Liabilities:
                 Investment contracts                           (16,977.7)     (16,428.6)        (15,468.7)      (15,158.6)
                 Policy reserves on life insurance contracts     (4,883.9)      (4,607.9)         (3,914.0)       (3,768.9)
                 Liabilities related to separate accounts       (67,135.1)     (66,318.7)        (50,935.8)      (49,926.5)

               Derivative financial instruments:
                 Interest rate swaps hedging assets                   4.3            4.3               -               -
                 Interest rate swaps hedging liabilities              -            (24.2)              -               -
                 Foreign currency swaps                             (11.8)         (11.8)              -               -
                 Futures contracts                                    1.3            1.3              (1.3)           (1.3)
</TABLE>

(8)      Risk Disclosures

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

         Credit Risk: 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>   18
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         Interest Rate Risk: 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.

         Legal/Regulatory Risk: The risk that changes in the legal or regulatory
         environment in which an insurer operates will result in increased
         competition, reduced demand for a company's products, or create
         additional expenses not anticipated by the insurer in pricing its
         products. 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.

         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 and derivative financial instruments. These
         instruments involve, to varying degrees, elements of credit risk in
         excess of amounts recognized on the consolidated balance sheets.

         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 $216.2 million
         extending into 2000 were outstanding as of December 31, 1999. The
         Company also had $28.0 million of commitments to purchase fixed
         maturity securities outstanding as of December 31, 1999.

         Notional amounts of derivative financial instruments, primarily
         interest rate swaps, interest rate futures contracts and foreign
         currency swaps, significantly exceed the credit risk associated with
         these instruments and represent contractual balances on which
         calculations of amounts to be exchanged are based. Credit exposure is
         limited to the sum of the aggregate fair value of positions that have
         become favorable to NLIC, including accrued interest receivable due
         from counterparties. Potential credit losses are minimized through
         careful evaluation of counterparty credit standing, selection of
         counterparties from a limited group of high quality institutions,
         collateral agreements and other contract provisions. At December 31,
         1999, NLIC's credit risk from these derivative financial instruments
         was $6.1 million.

         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 23% (22% in 1998) in any geographic area and no more than 2% (2%
         in 1998) with any one borrower as of December 31, 1999. As of December
         31, 1999, 39% (42% in 1998) of the remaining principal balance of the
         Company's commercial mortgage loan portfolio financed retail
         properties.
<PAGE>   19
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Reinsurance: 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 $143.6 million and $187.9 million as of December 31,
         1999 and 1998, 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.

(9)      Pension Plan and Postretirement Benefits Other Than Pensions

         The Company is a participant, together with other affiliated companies,
         in a pension plan covering all employees who have completed at least
         one year 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. Assets of the
         Retirement Plan are invested in group annuity contracts of NLIC.

         Pension cost (benefit) charged to operations by the Company during the
         years ended December 31, 1999, 1998 and 1997 were $(8.3) million, $2.0
         million and $7.5 million, respectively. The Company has recorded a
         prepaid pension asset of $13.3 million and $5.0 million as of December
         31, 1999 and 1998, respectively.

         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 (APBO), 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,
         1999 and 1998 was $49.6 million and $40.1 million, respectively, and
         the net periodic postretirement benefit cost (NPPBC) for 1999, 1998 and
         1997 was $4.9 million, $4.1 million and $3.0 million, respectively.
<PAGE>   20
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         Information regarding the funded status of the pension plan as a whole
         and the postretirement life and health care benefit plan as a whole as
         of December 31, 1999 and 1998 follows:

<TABLE>
<CAPTION>
                                                                         Pension Benefits        Postretirement Benefits
                                                                        ------------------       -----------------------
              (in millions)                                               1999       1998         1999            1998
              --------------------------------------------------------- --------   --------      -------         -------
<S>                                                                     <C>        <C>           <C>             <C>
              Change in benefit obligation:
              Benefit obligation at beginning of year                   $2,185.0   $2,033.8      $ 270.1         $ 237.9
              Service cost                                                  80.0       87.6         14.2             9.8
              Interest cost                                                109.9      123.4         17.6            15.4
              Actuarial (gain) loss                                        (95.0)     123.2        (64.4)           15.6
              Plan settlement in 1999/curtailment in 1998                 (396.1)    (107.2)          --              --
              Benefits paid                                                (72.4)     (75.8)       (11.0)           (8.6)
              Acquired companies                                              --         --         13.3              --
                                                                        --------   --------      -------         -------
              Benefit obligation at end of year                          1,811.4    2,185.0        239.8           270.1
                                                                        --------   --------      -------         -------
              Change in plan assets:
              Fair value of plan assets at beginning of year             2,541.9    2,212.9         77.9            69.2
              Actual return on plan assets                                 161.8      300.7          3.5             5.0
              Employer contribution                                         12.4      104.1         20.9            12.1
              Plan settlement                                             (396.1)        --           --              --
              Benefits paid                                                (72.4)     (75.8)       (11.0)           (8.4)
                                                                        --------   --------      -------         -------
              Fair value of plan assets at end of year                   2,247.6    2,541.9         91.3            77.9
                                                                        --------   --------      -------         -------

              Funded status                                                436.2      356.9       (148.5)         (192.2)
              Unrecognized prior service cost                               28.2       31.5           --              --
              Unrecognized net (gains) losses                             (402.0)    (345.7)       (46.7)           16.0
              Unrecognized net (asset) obligation at transition             (7.7)     (11.0)         1.1             1.3
                                                                        --------   --------      -------         -------
              Prepaid (accrued) benefit cost                            $   54.7   $   31.7      $(194.1)        $(174.9)
                                                                        ========   ========      =======         =======
</TABLE>
<PAGE>   21
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Basis for measurements, funded status of the pension plan and
         postretirement life and health care benefit plan:

<TABLE>
<CAPTION>
                                                                    Pension Benefits        Postretirement Benefits
                                                                    ----------------        -----------------------
                                                                    1999        1998         1999             1998
                                                                    ----        ----        -------          ------

<S>                                                                 <C>         <C>
              Weighted average discount rate                        7.00%       5.50%        7.80%            6.65%
              Rate of increase in future compensation levels        5.25%       3.75%          --               --
              Assumed health care cost trend rate:
                    Initial rate                                      --          --        15.00%           15.00%
                    Ultimate rate                                     --          --         5.50%            8.00%
                    Uniform declining period                          --          --        5 Years         15 Years
</TABLE>

         The net periodic pension cost for the pension plan as a whole for the
         years ended December 31, 1999, 1998 and 1997 follows:
<TABLE>
<CAPTION>

              (in millions)                                                              1999       1998          1997
              --------------------------------------------------------------------------------   -----------   ------------
<S>                                                                                    <C>          <C>          <C>
              Service cost (benefits earned during the period)                         $  80.0      $  87.6      $   77.3
              Interest cost on projected benefit obligation                              109.9        123.4         118.6
              Expected return on plan assets                                            (160.3)      (159.0)       (139.0)
              Recognized gains                                                            (9.1)        (3.8)           --
              Amortization of prior service cost                                           3.2          3.2           3.2
              Amortization of unrecognized transition obligation (asset)                  (1.4)         4.2           4.2
                                                                                       -------      -------      --------
                                                                                       $  22.3      $  55.6      $   64.3
                                                                                       =======      =======      ========
</TABLE>

         Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
         affiliation with Nationwide Insurance and employees of WSC ended
         participation in the plan. A curtailment gain of $67.1 million resulted
         (consisting of a $107.2 million reduction in the projected benefit
         obligation, net of the write-off of the $40.1 million remaining
         unamortized transition obligation related to WSC). During 1999, the
         plan transferred assets to settle its obligation related to WSC
         employees . A settlement gain of $32.9 million was recognized.

         Basis for measurements, net periodic pension cost for the pension plan:
<TABLE>
<CAPTION>

                                                                           1999          1998          1997
                                                                          ------        -----         -----
<S>                                                                       <C>           <C>           <C>
             Weighted average discount rate                               6.08%         6.00%         6.50%
             Rate of increase in future compensation levels               4.33%         4.25%         4.75%
             Expected long-term rate of return on plan assets             7.33%         7.25%         7.25%
</TABLE>
<PAGE>   22
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The amount of NPPBC for the postretirement benefit plan as a whole for
         the years ended December 31, 1999, 1998 and 1997 was as follows:

<TABLE>
<CAPTION>
             (in millions)                                                              1999          1998          1997
                                                                                         -------   -----------   -----------
<S>                                                                                      <C>           <C>          <C>
             Service cost (benefits attributed to employee service during the year)      $14.2         $ 9.8         $ 7.0
             Interest cost on accumulated postretirement benefit obligation               17.6          15.4          14.0
             Actual return on plan assets                                                 (3.5)         (5.0)         (3.6)
             Amortization of unrecognized transition obligation of affiliates              0.6           0.2           0.2
             Net amortization and deferral                                                (1.8)          1.2          (0.5)
                                                                                         -----         -----         -----
                                                                                         $27.1         $21.6         $17.1
                                                                                         =====         =====         =====
</TABLE>

         Actuarial assumptions used for the measurement of the NPPBC for the
         postretirement benefit plan for 1999, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>

                                                               1999      1998       1997
                                                             -------    ------     ------

<S>                                                          <C>        <C>       <C>
               Discount rate                                 6.65%      6.70%      7.25%
               Long term rate of return on plan
                   assets, net of tax                        7.15%      5.83%      5.89%
               Assumed health care cost trend rate:
                   Initial rate                             15.00%     12.00%     11.00%
                   Ultimate rate                             5.50%      6.00%      6.00%
                   Uniform declining period                 5 Years   12 Years   12 Years

</TABLE>

         For the postretirement benefit plan as a whole, a one percentage point
         increase or decrease in the assumed health care cost trend rate would
         have no impact on the APBO as of December 31, 1999 and have no impact
         on the NPPBC for the year ended December 31, 1999.

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

         Ohio, NLIC's and NLAIC'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 NLAIC each exceed
         the minimum risk-based capital requirements.

         The statutory capital and surplus of NLIC as of December 31, 1999, 1998
         and 1997 was $1.35 billion, $1.32 billion and $1.13 billion,
         respectively. The statutory net income of NLIC for the years ended
         December 31, 1999, 1998 and 1997 was $276.2 million, $171.0 million and
         $111.7 million, respectively.

         The Company is limited in the amount of shareholder dividends it may
         pay without prior approval by the Department. As of December 31, 1999
         $40.2 million of dividends could be paid by NLIC without prior
         approval.
<PAGE>   23
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         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 shareholder.

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

(11)     Transactions With Affiliates

         During second quarter 1999 the Company entered into a modified
         coinsurance arrangement to reinsure the 1999 operating results of an
         affiliated company, Employers Life Insurance Company of Wausau (ELOW)
         retroactive to January 1, 1999. In September 1999, NFS acquired ELOW
         for $120.8 million and immediately merged ELOW into NLIC terminating
         the modified coinsurance arrangement. Because ELOW was an affiliate,
         the Company accounted for the merger similar to poolings-of-interests;
         however, prior period financial statements were not restated due to
         immateriality. The reinsurance and merger combined contributed $1.46
         million to year to date net income.

         The Company has a reinsurance agreement with NMIC whereby all of the
         Company's accident and health business is ceded to NMIC on a modified
         coinsurance basis. The agreement covers individual accident and health
         business for all periods presented and group and franchise accident and
         health business since July 1, 1999. Either party may terminate the
         agreement on January 1 of any year with prior notice. Prior to July 1,
         1999 group and franchise accident and health business and a block of
         group life insurance policies were ceded to ELOW under a modified
         coinsurance agreement. Under a modified coinsurance agreement, invested
         assets are retained by the ceding company and investment earnings are
         paid to the reinsurer. Under the terms of the Company's agreements, the
         investment risk associated with changes in interest rates is borne by
         the reinsurer. Risk of asset default is retained by the Company,
         although a fee is paid to the Company for the retention of such risk.
         The ceding of risk does not discharge the original insurer from its
         primary obligation to the policyholder. The Company believes that the
         terms of the modified coinsurance agreements are consistent in all
         material respects with what the Company could have obtained with
         unaffiliated parties. Revenues ceded to NMIC and ELOW for the years
         ended December 31, 1999, 1998 and 1997 were $193.0 million, $216.9
         million, and $315.3 million, respectively, while benefits, claims and
         expenses ceded were $216.9 million, $259.3 million, and $326.6 million,
         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 such agreement are subject to
         allocation among NMIC and such subsidiaries. Measures used to allocate
         expenses among companies include individual employee estimates of time
         spent, special cost studies, salary expense, commission expense and
         other methods agreed to by the participating companies that are within
         industry guidelines and practices. In addition, beginning in 1999
         Nationwide Services Company, a subsidiary of NMIC, provides computer,
         telephone, mail, employee benefits administration, and other services
         to NMIC and certain of its direct and indirect subsidiaries, including
         the Company, based on specified rates for units of service consumed.
         For the years ended December 31, 1999, 1998 and 1997, the Company made
         payments to NMIC and Nationwide Services Company totaling $124.1
         million, $95.0 million, and $85.8 million, respectively. In addition,
         the Company does not believe that expenses recognized under these
         agreements are materially different than expenses that would have been
         recognized had the Company operated on a stand-alone basis.

         The Company leases office space from NMIC and certain of its
         subsidiaries. For the years ended December 31, 1999, 1998 and 1997, the
         Company made lease payments to NMIC and its subsidiaries of $9.9
         million, $8.0 million and $8.4 million, respectively.
<PAGE>   24
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued


         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 1999 and
         1998 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.

         The Company and various affiliates entered into agreements with
         Nationwide Cash Management Company (NCMC), an affiliate, under which
         NCMC acts as a common agent in handling the purchase and sale of
         short-term securities for the respective accounts of the participants.
         Amounts on deposit with NCMC were $411.7 million and $248.4 million as
         of December 31, 1999 and 1998, respectively, and are included in
         short-term investments on the accompanying consolidated balance sheets.

         As part of certain restructuring activities that occurred prior to the
         March 1997 IPO, the Company paid a dividend valued at $485.7 million to
         Nationwide Corp. on January 1, 1997 consisting of the outstanding
         shares of common stock of ELOW, National Casualty Company (NCC) and
         West Coast Life Insurance Company (WCLIC). Also, on February 24, 1997,
         the Company paid a dividend to NFS, and NFS paid an equivalent dividend
         to Nationwide Corp., consisting of securities having an aggregate fair
         value of $850.0 million. The Company recognized a gain of $14.4 million
         on the transfer of securities.

         Certain annuity products are sold through three affiliated companies,
         which are also subsidiaries of NFS. Total commissions and fees paid to
         these affiliates for the three years ended December 31, 1999 were $56.0
         million, $60.0 million and $66.1 million, respectively.

(12)     Bank Lines of Credit

         NFS, NLIC and NMIC are parties to a $600.0 million revolving credit
         facility which provides for a $600.0 million 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 any party. NFS, NLIC and
         NMIC pay facility and usage fees to the financial institutions to
         maintain the revolving credit facility. As of December 31, 1999 the
         Company had no amounts outstanding under the agreement.

(13)     Contingencies

         On October 29, 1998, the Company was named in a lawsuit filed in Ohio
         state court related to the sale of deferred annuity products for use as
         investments in tax-deferred contributory retirement plans (Mercedes
         Castillo v. Nationwide Financial Services, Inc., Nationwide Life
         Insurance Company and Nationwide Life and Annuity Insurance Company).
         On May 3, 1999, the complaint was amended to, among other things, add
         Marcus Shore as a second plaintiff. The amended complaint is brought as
         a class action on behalf of all persons who purchased individual
         deferred annuity contracts or participated in group annuity contracts
         sold by the Company and the other named Company affiliates which were
         used to fund certain tax-deferred retirement plans. The amended
         complaint seeks unspecified compensatory and punitive damages. No class
         has been certified. On June 11, 1999, the Company and the other named
         defendants filed a motion to dismiss the amended complaint. On March 8,
         2000, the court denied the motion to dismiss the amended complaint
         filed by the Company and other named defendants. The Company intends to
         defend this lawsuit vigorously.

(14)     Segment Information

         The Company uses differences in products as the basis for defining its
         reportable segments. The Company reports three product segments:
         Variable Annuities, Fixed Annuities and Life Insurance.
<PAGE>   25
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The Variable Annuities segment consists of annuity contracts that
         provide the customer with access to a wide range of investment options,
         tax-deferred accumulation of savings, asset protection in the event of
         an untimely death, and flexible payout options including a lump sum,
         systematic withdrawal or a stream of payments for life. The Company's
         variable annuity products consist almost entirely of flexible premium
         deferred variable annuity contracts.

         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, tax-deferred accumulation of savings, and flexible
         payout options including a lump sum, systematic withdrawal or a stream
         of payments for life. Such contracts consist of single premium deferred
         annuities, flexible premium deferred annuities and single premium
         immediate annuities. The Fixed Annuities segment includes the fixed
         option under variable annuity contracts.

         The Life Insurance segment consists of insurance products, including
         variable universal life insurance and corporate-owned life insurance
         products, that provide a death benefit and may also allow the customer
         to build cash value on a tax-deferred basis.

         In addition to the product segments, the Company reports corporate
         revenue and expenses, investments and related investment income
         supporting capital not specifically allocated to its product segments,
         revenues and expenses of its investment advisor subsidiary, revenues
         and expenses related to group annuity contracts sold to Nationwide
         Insurance employee and agent benefit plans and all realized gains and
         losses on investments in a Corporate and Other segment.

         During 1999 the Company revised the allocation of net investment income
         among its Life Insurance and Corporate and Other segments. Also,
         certain amounts previously reported as other income were reclassified
         to operating expense. Amounts reported for prior periods have been
         restated to reflect these changes.

         The following table summarizes the financial results of the Company's
         business segments for the years ended December 31, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                                  Variable      Fixed        Life      Corporate
         (in millions)                            Annuities    Annuities   Insurance   and Other      Total
         ------------------------------------     ---------    ---------   ---------   ---------    ---------
<S>                            <C>                <C>          <C>          <C>         <C>         <C>
         1999:
         Net investment income (1)                $   (41.5)   $ 1,134.5    $  253.1    $  174.7    $ 1,520.8
         Other operating revenue                      668.2         43.4       393.0        77.8      1,182.4
                                                  ---------    ---------    --------    --------    ---------
            Total operating revenue (2)               626.7      1,177.9       646.1       252.5      2,703.2
                                                  ---------    ---------    --------    --------    ---------
         Interest credited to policyholder
            account balances                             --        837.5       130.5       128.3      1,096.3
         Amortization of deferred policy
            acquisition costs                         162.8         49.7        60.1          --        272.6
         Other benefits and expenses                  173.6        113.5       334.7        94.4        716.2
                                                  ---------    ---------    --------    --------    ---------
            Total expenses                            336.4      1,000.7       525.3       222.7      2,085.1
                                                  ---------    ---------    --------    --------    ---------
         Operating income before
            federal income tax                        290.3        177.2       120.8        29.8        618.1
         Realized losses on investments                  --           --          --       (11.6)       (11.6)
                                                  ---------    ---------    --------    --------    ---------
         Consolidated income before
            federal tax expense                   $   290.3    $   177.2    $  120.8    $   18.2    $   606.5
                                                  =========    =========    ========    ========    =========
         Assets as of year end                    $62,599.7    $17,134.8    $6,616.7    $6,324.7    $92,675.9
                                                  =========    =========    ========    ========    =========
</TABLE>
<PAGE>   26
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         (a wholly owned subsidiary of
                      Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued

<TABLE>
<CAPTION>

                                                    Variable           Fixed            Life         Corporate
         (in millions)                              Annuities         Annuities       Insurance       and Other         Total
         ------------------------------------       ---------         ---------       ---------       ---------       ---------
<S>                                                 <C>               <C>              <C>             <C>             <C>
         1998:
         Net investment income (1)                  $   (31.3)        $ 1,116.6        $  225.6        $  170.7        $ 1,481.6
         Other operating revenue                        532.9              35.7           318.5            78.6            965.7
                                                    ---------         ---------        --------        --------        ---------
            Total operating revenue (2)                 501.6           1,152.3           544.1           249.3          2,447.3
                                                    ---------         ---------        --------        --------        ---------
         Interest credited to policyholder
            account balances                               --             828.6           115.4           125.0          1,069.0
         Amortization of deferred policy
            acquisition costs                           123.9              44.2            46.4              --            214.5
         Other benefits and expenses                    159.3             104.2           293.5            78.1            635.1
                                                    ---------         ---------        --------        --------        ---------
            Total expenses                              283.2             977.0           455.3           203.1          1,918.6
                                                    ---------         ---------        --------        --------        ---------
         Operating income before federal
             income tax                                 218.4             175.3            88.8            46.2            528.7
         Realized gains on investments                     --                --              --            28.4             28.4
                                                    ---------         ---------        --------        --------        ---------
         Consolidated income before
            federal tax expense                     $   218.4         $   175.3        $   88.8        $   74.6        $   557.1
                                                    =========         =========        ========        ========        =========
         Assets as of year end                      $47,668.7         $15,215.7        $5,187.6        $6,270.1        $74,342.1
                                                    =========         =========        ========        ========        =========

         1997:
         Net investment income (1)                  $   (26.8)        $ 1,098.2        $  184.9        $  152.9        $ 1,409.2
         Other operating revenue                        413.9              43.2           283.4            56.6            797.1
                                                    ---------         ---------        --------        --------        ---------
            Total operating revenue (2)                 387.1           1,141.4           468.3           209.5          2,206.3
                                                    ---------         ---------        --------        --------        ---------
         Interest credited to policyholder
            account balances                               --             823.4            78.5           114.7          1,016.6
         Amortization of deferred policy
            acquisition costs                            87.8              39.8            39.6              --            167.2
         Benefits and expenses                          148.4             108.7           283.5            63.1            603.7
                                                    ---------         ---------        --------        --------        ---------
            Total expenses                              236.2             971.9           401.6           177.8          1,787.5
                                                    ---------         ---------        --------        --------        ---------
         Operating income before federal
             income tax                                 150.9             169.5            66.7            31.7            418.8
         Realized gains on investments                     --              --                --            11.1             11.1
                                                    ---------         ---------        --------        --------        ---------
         Consolidated income before
            federal tax expense                     $   150.9         $   169.5        $   66.7        $   42.8        $   429.9
                                                    =========         =========        ========        ========        =========
         Assets as of year end                      $35,278.7         $14,436.3        $3,901.4        $6,174.3        $59,790.7
                                                    =========         =========        ========        ========        =========
</TABLE>

----------
        (1)  The Company's method of allocating net investment income results in
             a charge (negative net investment income) to the Variable Annuities
             segment which is recognized in the Corporate and Other segment. The
             charge relates to non-invested assets which support this segment on
             a statutory basis.
        (2)  Excludes realized gains and losses on investments.

         The Company has no significant revenue from customers located outside
         of the United States nor does the Company have any significant
         long-lived assets located outside the United States.

<PAGE>   63
                           PART II - OTHER INFORMATION


CONTENTS OF REGISTRATION STATEMENT

This 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 95 pages.

     -    Representations and Undertakings.

     -    Signatures.

     -    Independent Auditors' Consent. -

The following exhibits required by Forms N-8B-2 and S-6:


<TABLE>
<S>                                                    <C>
1.   Power of Attorney dated July 26, 2000.            Previously filed in connection with this Registration
                                                       Statement (SEC No. 333-46338) and hereby incorporated by
                                                       reference.

2.   Resolution of the Depositor's Board of            Previously filed in connection with this Registration
     Directors authorizing the establishment of        Statement (SEC No. 333-46338) and hereby incorporated by
     the Registrant, adopted                           reference.

3.   Distribution Contracts                            Attached hereto.

4.   Form of Security                                  Previously filed in connection with this Registration
                                                       Statement (SEC No. 333-46338) and hereby incorporated by
                                                       reference.

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

6.   Application form of Security                      Previously filed in connection with this Registration
                                                       Statement (SEC No. 333-46338) and hereby incorporated by
                                                       reference.

7.   Opinion of Counsel                                Previously filed in connection with this Registration
                                                       Statement (SEC No. 333-46338) and hereby incorporated by
                                                       reference.
</TABLE>


<PAGE>   64


REPRESENTATIONS AND UNDERTAKINGS

The Registrant and Nationwide 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 Nationwide 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 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 Nationwide under the policies. Naitionwide 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 Nationwide, and will be
     made available to the Securities and Exchange Commission (the "SEC") on
     request.

(c)  Nationwide 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 SEC on request a memorandum setting forth the basis for this
     representation.

(d)  Nationwide 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 Nationwide,
     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 SEC
     such supplementary and periodic information, documents, and reports as may
     be prescribed by any rule or regulation of the SEC 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 Nationwide.

<PAGE>   65



                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors of Nationwide Life Insurance Company:


We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the Registration Statement.

                                                                        KPMG LLP

Columbus, Ohio
December 4, 2000


<PAGE>   66


                                   SIGNATURES


As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account-5 and has caused this Pre-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf in the City of Columbus, and
the State of Ohio, on this 4th day of December, 2000.


                                         NATIONWIDE VLI SEPARATE ACCOUNT-5
                                  ----------------------------------------------
                                                   (Registrant)

(Seal)                                   NATIONWIDE LIFE INSURANCE COMPANY
                                  ----------------------------------------------
                Attest:                            (Depositor)


By:    /s/ GLENN W. SODEN          By:       /s/ STEVEN SAVINI
------------------------------    ----------------------------------------------
           Glenn W. Soden                        Steven Savini, Esq.
        Assistant Secretary


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 4th day of December, 2000.


<TABLE>
<CAPTION>

               SIGNATURE                                 TITLE

<S>                                            <C>
LEWIS J. ALPHIN                                        Director
----------------------------------------
Lewis J. Alphin

A. I. BELL                                             Director
----------------------------------------
A. I. Bell

NANCY C. BREIT                                         Director
----------------------------------------
Nancy C. Breit

KENNETH D. DAVIS                                       Director
----------------------------------------
Kenneth D. Davis

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

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

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

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

W.G. JURGENSEN                                    Chief Executive Officer
----------------------------------------               And Director
W.G. Jurgensen

DIMON R. MCFERSON                                    Chairman and
----------------------------------------               Director
Dimon R. McFerson

DAVID O. MILLER                                  Chairman of the Board and
----------------------------------------                 Director
David O. Miller

YVONNE M. CURL                                         Director
----------------------------------------
Yvonne M. Curl

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

RALPH M. PAIGE                                         Director
----------------------------------------
Ralph M. Paige

JAMES F. PATTERSON                                     Director
----------------------------------------
James F. Patterson

ARDEN L. SHISLER                                       Director                      By /s/ STEVEN SAVINI
----------------------------------------                                        ------------------------------------
Arden L. Shisler                                                                            Steven Savini
                                                                                          Attorney-in-Fact
ROBERT L. STEWART                                      Director
----------------------------------------
Robert L. Stewart
</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission