NATIONWIDE VLI SEPARATE ACCOUNT 5
497, 2000-12-07
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<PAGE>   1
                        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.


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<PAGE>   2


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.



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<PAGE>   3



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.



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<PAGE>   4



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....................................



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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......................................



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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.



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<PAGE>   7



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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                              Management       Other        12b-1          Total
                                                 Fees        Expenses        Fees        Underlying
                                                                                        Mutual Fund
                                                                                          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).


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<PAGE>   8

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.


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<PAGE>   9


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.


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<PAGE>   10


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


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<PAGE>   11

          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. Day        -        Labor 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).



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                INITIAL SPECIFIED AMOUNT $50,000-$99,999*
      ---------------------------------------------------------
                  MALE       FEMALE
      ISSUE   NON-TOBACCO  NON-TOBACCO    MALE       FEMALE
        AGE                             STANDARD    STANDARD
      ---------------------------------------------------------
        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

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


                    INITIAL SPECIFIED AMOUNT $100,000+
      --------------------------------------------------------
              MALE           FEMALE
      ISSUE   NON-TOBACCO  NON-TOBACCO   MALE       FEMALE
        AGE                            STANDARD    STANDARD
      --------------------------------------------------------
         25       $5.773     $5.518      $6.369      $5.818

         35       $6.817     $6.396      $7.811      $6.889

         45       $9.685     $8.890     $11.384      $9.664

         55      $13.128    $11.495     $15.910     $12.606

         65      $21.274    $18.043     $25.559     $19.607

     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
              -------------------------------------------------------
              ISSUE AGE   SPECIFIED AMOUNTS     SPECIFIED AMOUNTS
                         LESS THAN $100,000*     $100,000 OR MORE
              -------------------------------------------------------
                0-35           $6.00                   $4.00

                36-55          $7.50                   $5.00

                56-80          $7.50                   $6.50
              -------------------------------------------------------

*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>   13


------------------------------------------------------------
              MALE        FEMALE
ISSUE      NON-TOBACCO  NON-TOBACCO    MALE       FEMALE
 AGE                                 STANDARD    STANDARD
------------------------------------------------------------
   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


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:

------------------------------------------------------------
     COMPLETED           SURRENDER CHARGE AS A % OF
    POLICY YEARS          INITIAL SURRENDER CHARGES
------------------------------------------------------------
          0                         100%

          1                         100%

          2                          90%

          3                          80%

          4                          70%

          5                          60%

          6                          50%

          7                          40%

          8                          30%

         9+                           0%


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>   14

     -    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>   15


     -    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>   16


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>   17


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>   18


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>   19

     -    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>   20


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>   21


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 accumulation test. The cash value


                                       21
<PAGE>   22


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>   23


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>   24


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>   25


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>   26


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>   27


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>   28


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>   29


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>   30

-    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
--------------------------------------------------------------------------------
                                           POSITIONS AND OFFICES
       NAME AND BUSINESS ADDRESS             WITH UNDERWRITER
--------------------------------------------------------------------------------
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



                                       30
<PAGE>   31



--------------------------------------------------------------------------------
                                           POSITIONS AND OFFICES
       NAME AND BUSINESS ADDRESS             WITH UNDERWRITER
--------------------------------------------------------------------------------
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


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>   32


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>   33
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.

<TABLE>
<CAPTION>

DIRECTORS OF NATIONWIDE
------------------------------------------------------------------------------------------------------------------
DIRECTORS OF THE DEPOSITOR NAME AND
     PRINCIPAL BUSINESS ADDRESS         POSITIONS AND OFFICES
                                            WITH DEPOSITOR        PRINCIPAL OCCUPATION
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                       <C>
Lewis J. Alphin                                Director           Farm Owner and Operator, Bell Farms (1)
519 Bethel Church Road
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           Senior Vice President and General Manager Public
Xerox Corporation                                                 Sector Worldwide/Document Solutions Group
Suite 200                                                         Operations, Xerox Corporation (2)
1401 H Street NW
Washington, DC 2007

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

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

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>   34


<TABLE>
<CAPTION>

DIRECTORS OF NATIONWIDE
------------------------------------------------------------------------------------------------------------------
 DIRECTORS OF THE DEPOSITOR NAME AND
 PRINCIPAL BUSINESS ADDRESS              POSITIONS AND OFFICES
                                             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>   35


<TABLE>
<CAPTION>

EXECUTIVE OFFICERS OF NATIONWIDE
------------------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR                         OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
------------------------------------------------------------------------------------------------------------------
<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>   36



<TABLE>
<CAPTION>

EXECUTIVE OFFICERS OF NATIONWIDE
------------------------------------------------------------------------------------------------------------------
OFFICERS OF THE DEPOSITOR                         OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
------------------------------------------------------------------------------------------------------------------
<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>   37


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>   38


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>   39


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>   40


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>   41


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>   42


     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>   43


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:

<TABLE>
<CAPTION>

INITIAL SPECIFIED AMOUNT $50,000-$99,999*
-----------------------------------------------------------------------------------------------------------
        ISSUE                  MALE                FEMALE                MALE                FEMALE
         AGE               NON-TOBACCO          NON-TOBACCO            STANDARD             STANDARD
-----------------------------------------------------------------------------------------------------------
<S>       <C>                 <C>                  <C>                  <C>                  <C>
          25                  $7.773               $7.518               $8.369               $7.818

          35                   8.817                8.396                9.811                8.889

          45                  12.185               11.390               13.884               12.164

          55                  15.628               13.995               18.410               15.106

          65                  22.274               19.043               26.559               20.607
</TABLE>

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

<TABLE>
<CAPTION>

INITIAL SPECIFIED AMOUNT $100,000+
-----------------------------------------------------------------------------------------------------------
        ISSUE                  MALE                FEMALE                MALE                FEMALE
         AGE               NON-TOBACCO          NON-TOBACCO            STANDARD             STANDARD
-----------------------------------------------------------------------------------------------------------
<S>       <C>                 <C>                  <C>                  <C>                  <C>
          25                  $5.773               $5.518               $6.369               $5.818

          35                   6.817                6.396                7.811                6.889

          45                   9.685                8.890               11.384                9.664

          55                  13.128               11.495               15.910               12.606

          65                  21.274               18.043               25.559               19.607
</TABLE>



                                       43
<PAGE>   44


<TABLE>
<CAPTION>

REDUCTIONS TO SURRENDER CHARGES
------------------------------------------------------------------------------------------------
                           SURRENDER CHARGE                               SURRENDER CHARGE

      COMPLETED            AS A % OF INITIAL          COMPLETED           AS A % OF INITIAL
     POLICY YEARS          SURRENDER CHARGES         POLICY YEARS         SURRENDER CHARGES
------------------------------------------------------------------------------------------------
<S>       <C>                    <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 YEARS        % OF INITIAL       POLICY YEARS       % OF INITIAL       POLICY YEARS       % OF INITIAL
                  SURRENDER CHARGES                     SURRENDER CHARGES                     SURRENDER CHARGES

<S>    <C>               <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>   45


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>   46



                             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>   47


                             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>   48



                             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>   49



                             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>   50




                             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>   51



                             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>   52



                             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>   53


                             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>   54



                             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>   55



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

                                 CURRENT VALUES

<TABLE>
<CAPTION>

                           0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN

            PREMIUMS
            PAID PLUS                 CASH                               CASH                                  CASH
   POLICY   INTEREST       CASH       SURR        DEATH       CASH       SURR        DEATH        CASH         SURR         DEATH
     YEAR     AT 5%       VALUE       VALUE      BENEFIT      VALUE      VALUE      BENEFIT       VALUE        VALUE       BENEFIT
<S>           <C>         <C>         <C>       <C>            <C>        <C>       <C>           <C>          <C>         <C>
1                788         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>   56



                             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>   57



                             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>   58



                             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>   59



               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                   UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                        Consolidated Statements of Income
                                   (Unaudited)
                                  (in millions)

<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                           SEPTEMBER 30,                 SEPTEMBER 30,
                                                                     ---------------------------   ---------------------------
                                                                         2000          1999            2000          1999
                                                                     ------------- -------------   ------------- -------------
<S>                                                                  <C>           <C>             <C>           <C>
REVENUES
  Policy charges                                                     $    284.8    $    231.7      $    823.5    $    656.0
  Life insurance premiums                                                  51.7          51.5           180.7         153.9
  Net investment income                                                   412.6         379.2         1,229.6       1,114.6
  Net realized (losses) gains on investments                               (2.1)          6.2           (15.9)         (7.5)
  Other                                                                     3.6          26.6            12.8          66.5
                                                                     -----------   ----------      -----------   -----------
                                                                          750.6         695.2         2,230.7       1,983.5
                                                                     -----------   ----------      -----------   -----------

BENEFITS AND EXPENSES
  Interest credited to policyholder account balances                      292.4         272.4           876.9         803.6
  Other benefits and claims                                                56.2          51.7           185.2         146.5
  Policyholder dividends on participating policies                          8.3           8.7            31.8          30.5
  Amortization of deferred policy acquisition costs                        91.6          68.6           263.7         196.1
  Other operating expenses                                                125.2         120.2           365.7         333.5
                                                                     -----------   ----------      -----------   -----------
                                                                          573.7         521.6         1,723.3       1,510.2
                                                                     -----------   ----------      -----------   -----------

  Income before federal income tax expense                                176.9         173.6           507.4         473.3
Federal income tax expense                                                 50.9          58.4           157.2         158.8
                                                                     -----------   ----------      -----------   -----------
  Net income                                                         $    126.0    $    115.2      $    350.2    $    314.5
                                                                     ===========   ==========      ===========   ===========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.



                                       59
<PAGE>   60



               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>

                                                                                          (UNAUDITED)
                                                                                          SEPTEMBER 30,       DECEMBER 31,
                                                                                               2000               1999
                                                                                        ---------------      --------------
<S>                                                                                     <C>                  <C>
ASSETS
Investments:
   Securities available-for-sale, at fair value:
      Fixed maturity securities (cost $14,805.1 in 2000; $15,377.3 in 1999)             $      14,809.8      $     15,294.0
      Equity securities (cost $113.3 in 2000; $84.9 in 1999)                                      129.1                92.9
   Mortgage loans on real estate, net                                                           6,113.0             5,786.3
   Real estate, net                                                                               285.6               254.8
   Policy loans                                                                                   578.7               519.6
   Other long-term investments                                                                     84.5                73.8
   Short-term investments                                                                         613.3               416.0
                                                                                        ---------------      --------------
                                                                                               22,614.0            22,437.4
                                                                                        ---------------      --------------

Cash                                                                                                2.0                 4.8
Accrued investment income                                                                         247.8               238.6
Deferred policy acquisition costs                                                               2,811.6             2,554.1
Other assets                                                                                      358.1               305.9
Assets held in separate accounts                                                               71,653.7            67,135.1
                                                                                        ---------------      --------------
                                                                                        $      97,687.2      $     92,675.9
                                                                                        ===============      ==============

LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits and claims                                                       $      21,804.4      $     21,861.6
Other liabilities                                                                               1,158.4               914.2
Liabilities related to separate accounts                                                       71,653.7            67,135.1
                                                                                        ---------------      --------------
                                                                                               94,616.5            89,910.9
                                                                                        ---------------      --------------

Shareholder's equity:
  Capital shares, $1 par value.  Authorized 5.0 million shares, issued and
    outstanding 3.8 million shares                                                                  3.8                 3.8
  Additional paid-in capital                                                                      766.1               766.1
  Retained earnings                                                                             2,271.2             2,011.0
  Accumulated other comprehensive income (loss)                                                    29.6               (15.9)
                                                                                        ---------------      --------------
                                                                                                3,070.7             2,765.0
                                                                                        ---------------      --------------
                                                                                        $      97,687.2      $     92,675.9
                                                                                        ===============     ===============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.



                                       60
<PAGE>   61


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                           Consolidated Balance Sheets
                                  (Unaudited)
                  Nine Months Ended September 30, 2000 and 1999
                                  (in millions)

<TABLE>
<CAPTION>

                                                                                             ACCUMULATED
                                                             ADDITIONAL                         OTHER             TOTAL
                                                  COMMON      PAID-IN        RETAINED       COMPREHENSIVE     SHAREHOLDER'S
                                                  STOCK       CAPITAL        EARNINGS       INCOME (LOSS)         EQUITY
                                                ----------- ------------- --------------- ------------------------------------
<S>                                             <C>         <C>             <C>             <C>              <C>
BALANCE, JANUARY 1, 1999                        $     3.8   $    914.7      $  1,579.0      $     275.6      $     2,773.1
Comprehensive income:
  Net income                                          -            -             314.5              -                314.5
  Net unrealized losses on securities
      available-for-sale arising during the           -            -               -             (238.2)            (238.2)
period                                                                                                       -------------
Total comprehensive income                                                                                            76.3
                                                                                                             -------------
Capital contribution                                  -           26.4            87.9             23.5              137.8
Dividends to shareholder                              -         (175.0)          (11.0)             -               (186.0)
                                                ---------   -----------     -----------     -----------      -------------
BALANCE, SEPTEMBER 30, 1999                     $     3.8   $    766.1      $  1,970.4      $      60.9      $     2,801.2
                                                =========   ===========     ===========     ===========      =============



BALANCE, JANUARY 1, 2000                        $     3.8   $    766.1      $  2,011.0      $     (15.9)     $     2,765.0
Comprehensive income:
  Net income                                          -            -             350.2              -                350.2
  Net unrealized gains on securities
      available-for-sale arising during the           -            -               -               45.5               45.5
period

                                                                                                             -------------
Total comprehensive income                                                                                           395.7
                                                                                                             -------------
Dividends to shareholder                              -            -             (90.0)             -                (90.0)
                                                ---------   ----------      -----------     -----------      -------------
BALANCE, SEPTEMBER 30, 2000                     $     3.8   $    766.1      $  2,271.2      $      29.6      $     3,070.7
                                                =========   ==========      ===========     ===========      =============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       61
<PAGE>   62


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                  Nine Months Ended September 30, 2000 and 1999
                                  (in millions)

<TABLE>
<CAPTION>

                                                                                                  2000             1999
                                                                                             -------------    -------------
<S>                                                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                                 $      350.2     $      314.5
  Adjustments to reconcile net income to net cash provided by operating activities:
    Interest credited to policyholder account balances                                              876.9            803.6
    Capitalization of deferred policy acquisition costs                                            (586.8)          (481.6)
    Amortization of deferred policy acquisition costs                                               263.7            196.1
    Amortization and depreciation                                                                    (7.4)             3.3
    Realized losses on investments, net                                                              15.9              7.5
    Increase in accrued investment income                                                            (9.2)           (17.6)
    (Increase) decrease in other assets                                                             (53.3)            38.6
    Increase (decrease) in policy liabilities                                                         0.5            (17.1)
    Increase in other liabilities                                                                   269.7             39.1
    Other, net                                                                                       27.4             (0.6)
                                                                                             -------------    -------------
      Net cash provided by operating activities                                                   1,147.6            885.8
                                                                                             -------------    -------------

  CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturity of securities available-for-sale                                         2,479.2          1,681.9
  Proceeds from sale of securities available-for-sale                                               432.3            336.1
  Proceeds from repayments of mortgage loans on real estate                                         609.4            350.0
  Proceeds from sale of real estate                                                                   2.2              5.7
  Proceeds from repayments of policy loans and sale of other invested assets                         17.2             23.7
  Cost of securities available-for-sale acquired                                                 (2,345.8)        (2,479.9)
  Cost of mortgage loans on real estate acquired                                                   (950.1)          (452.2)
  Cost of real estate acquired                                                                       (6.1)           (11.1)
  Short-term investments, net                                                                      (197.3)           (20.5)
  Other, net                                                                                       (116.8)           (84.3)
                                                                                             -------------    -------------
      Net cash used in investing activities                                                         (75.8)          (650.6)
                                                                                             -------------    -------------

  CASH FLOWS FROM FINANCING ACTIVITIES
  Cash dividends paid                                                                              (140.0)          (188.5)
  Increase in investment product and universal life insurance product account balances            3,609.4          2,690.9
  Decrease in investment product and universal life insurance product account balances           (4,544.0)        (2,719.7)
                                                                                             -------------    -------------
      Net cash used in financing activities                                                      (1,074.6)          (217.3)
                                                                                             -------------    -------------

  Net (decrease) increase in cash                                                                    (2.8)            17.9

  Cash, beginning of period                                                                           4.8              3.4
                                                                                             -------------    -------------
  Cash, end of period                                                                        $        2.0     $       21.3
                                                                                             =============    =============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       62
<PAGE>   63


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Unaudited Consolidated Financial Statements
                      Nine Months Ended September 30, 2000


(1)  BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Nationwide
     Life Insurance Company and subsidiaries (NLIC or collectively the Company)
     have been prepared in accordance with generally accepted accounting
     principles, which differ from statutory accounting practices prescribed or
     permitted by regulatory authorities, for interim financial information and
     with the instructions to Form 10-Q and Article 10 of Regulation S-X.
     Accordingly, they do not include all information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     The financial information included herein reflects all adjustments (all of
     which are normal and recurring in nature) which are, in the opinion of
     management, necessary for a fair presentation of financial position and
     results of operations. Operating results for all periods presented are not
     necessarily indicative of the results that may be expected for the full
     year. All significant intercompany balances and transactions have been
     eliminated. The accompanying unaudited consolidated financial statements
     should be read in conjunction with the audited consolidated financial
     statements and related notes for the year ended December 31, 1999 included
     in the Company's annual report on Form 10-K.

(2)  COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>

                                                                     THREE MONTHS ENDED              NINE MONTHS ENDED
     (in millions)                                                     SEPTEMBER 30,                   SEPTEMBER 30,
     ----------------------------------------------------------------------------------------- -------------------------------
                                                                    2000            1999            2000            1999
                                                               --------------- --------------- --------------- ---------------
     <S>                                                       <C>             <C>             <C>             <C>
     Unrealized gains (losses) on securities
       Available-for-sale arising during
        the period:
          Gross                                                $     116.0    $      (91.6)    $      86.6     $    (487.9)
          Adjustment to deferred policy acquisition costs            (34.9)           15.3           (25.8)          108.7
          Related federal income tax (expense) benefit               (28.4)           29.9           (21.3)          132.5
                                                               ------------   -------------    ------------    ------------
               Net                                                    52.7           (46.4)           39.5          (246.7)
                                                               ------------   -------------    ------------    ------------

     Reclassification adjustment for net (gains) losses
        on securities available-for-sale realized
        during the period:
          Gross                                                       (2.9)           (2.0)            9.2            13.0
          Related federal income tax expense (benefit)                 1.0             0.8            (3.2)           (4.5)
                                                               ------------   -------------    ------------    ------------
               Net                                                    (1.9)           (1.2)            6.0             8.5
                                                               ------------   -------------    ------------    ------------
     Total Other Comprehensive Income (Loss)                   $      50.8    $      (47.6)    $      45.5     $    (238.2)
                                                               ============   =============    ============    ============
</TABLE>


(3)  RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS
133). FAS 133, as amended by Statement Nos. 137 and 138, is effective for fiscal
years beginning after June 15, 2000 and establishes accounting and reporting
standards for derivative instruments and for hedging activities. The Statement
also addresses contracts that contain embedded derivatives, such as certain
insurance contracts. 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. The Company plans to adopt this
Statement in first quarter 2001 and is currently evaluating the impact on
results of operations and financial condition.



See accompanying notes to unaudited consolidated financial statements.



                                       63
<PAGE>   64



               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)


(4)  SEGMENT DISCLOSURES

     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.

     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 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 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, which 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 revenues
     and expenses, investments and related investment income supporting capital
     not specifically allocated to its product segments, certain revenues and
     expenses of its investment advisor and broker/dealer subsidiary, revenues
     and expenses related to group annuity contracts sold to Nationwide employee
     and agent benefit plans and all realized gains and losses on investments in
     a Corporate and Other segment.

     The following table summarizes the financial results of the Company's
     business segments for the three months ended September 30, 2000 and 1999.

<TABLE>
<CAPTION>

                                                 VARIABLE         FIXED            LIFE         CORPORATE
         (in millions)                          ANNUITIES       ANNUITIES       INSURANCE       AND OTHER        TOTAL
         ------------------------------------ --------------- --------------- --------------- ------------------------------
          <S>                                 <C>             <C>             <C>              <C>              <C>
         2000
         Operating revenue (1)                $      193.5    $      325.7    $      187.5     $      46.0      $   752.7
         Benefits and expenses                       105.5           276.4           148.4            43.4          573.7
                                              -------------   -------------   -------------    ------------     ----------
           Operating income before federal
             income tax expense                       88.0            49.3            39.1             2.6          179.0
         Net realized losses on investments            -               -               -              (2.1)          (2.1)
                                              -------------   -------------   -------------    ------------     ----------
         Consolidated income before
           federal income tax expense         $       88.0    $       49.3    $       39.1     $       0.5      $   176.9
                                              =============   =============   =============    ============     ===========


         1999
         Operating revenue (1)                $      159.4    $      292.1    $      162.5     $      75.0     $    689.0
         Benefits and expenses                        86.3           248.1           130.7            56.5          521.6
                                              -------------   -------------   -------------    ------------     ----------
           Operating income before federal
             income tax expense                       73.1            44.0            31.8            18.5          167.4
         Net realized gains on investments             -               -               -               6.2            6.2
                                              -------------   -------------   -------------    ------------     ----------
         Consolidated income before
           federal income tax expense         $       73.1    $       44.0    $       31.8     $      24.7      $   173.6
                                              =============   =============   =============    ============     ===========
</TABLE>

---------------
(1)  Excludes net realized gains and losses on investments.


See accompanying notes to unaudited consolidated financial statements.


                                       64
<PAGE>   65




               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)


Notes to Unaudited Consolidated Financial Statements, Continued

The following table summarizes the allocation of assets to and the financial
results of the Company's business segments for the nine months ended September
30, 2000 and 1999.

<TABLE>
<CAPTION>

                                                 VARIABLE         FIXED            LIFE         CORPORATE
         (in millions)                          ANNUITIES       ANNUITIES       INSURANCE       AND OTHER        TOTAL
         ------------------------------------ --------------- --------------- --------------- -------------   -----------
         <S>                                  <C>              <C>              <C>           <C>             <C>
         2000
         Operating revenue (1)                $      569.0     $     975.5      $    549.7    $      152.4    $   2,246.6
         Benefits and expenses                       311.5           833.8           440.8           137.2        1,723.3
                                              ------------     -----------      ----------    ------------    -----------
           Operating income before federal
             income taxes                            257.5           141.7           108.9            15.2          523.3
                                              ------------     -----------      ----------    ------------    -----------
         Income (loss) before federal
          income taxes                        $      257.5     $     141.7      $    108.9    $       (0.7)   $     507.4
                                              ============     ===========      ==========    =============   ===========

         Assets as of period end              $   66,214.3     $  17,226.3      $  7,936.0    $    6,310.6    $  97,687.2
                                              ============     ===========      ==========    =============   ===========


         1999
         Operating revenue (1)                $      457.7     $     866.0      $    466.9    $      200.4    $   1,991.0
         Benefits and expenses                       247.4           733.2           376.8           152.8        1,510.2
                                              ------------     -----------      ----------    ------------    -----------
           Operating income before federal
             income taxes                            210.3           132.8            90.1            47.6          480.8
         Net realized losses on investments             -               -               -             (7.5)          (7.5)
                                              ------------     -----------      ----------    ------------    -----------
         Income before federal
          income taxes                        $      210.3     $     132.8      $     90.1    $       40.1    $    473.3
                                              ============     ===========      ==========    =============   ===========

         Assets as of period end              $   53,475.8     $  16,682.4      $  6,018.2    $    6,126.3    $ 82,302.7
                                              ============     ===========      ==========    =============   ===========
</TABLE>

-----------------
(1)  Excludes net realized gains and losses on investments.


(5)  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.



See accompanying notes to unaudited consolidated financial statements.


                                       65
<PAGE>   66

<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.



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