NATIONWIDE VARIABLE ACCOUNT
485BPOS, 1996-11-01
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<PAGE>   1
              As filed with the Securities and Exchange Commission.
                                                        '33 Act File No. 2-58043
                                                       '40 Act File No. 811-2716

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-4

                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933

   
                        Post-Effective Amendment No. 26            [x]
    

                                       and

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940

   
                                Amendment No. 27                   [x]
    

                           NATIONWIDE VARIABLE ACCOUNT
                           (Exact Name of Registrant)

                        NATIONWIDE LIFE INSURANCE COMPANY
                               (Name of Depositor)

                 ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
         (Address of Depositor's Principal Executive Offices) (Zip Code)

        Depositor's Telephone Number, including Area Code: (614) 249-7111

 GORDON E. MCCUTCHAN, SECRETARY, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
                     (Name and Address of Agent for Service)

       This Post-Effective Amendment amends the Registration Statement in
respect of the Prospectus, Statement of Additional Information and Financial
Statements.

       It is proposed that this filing will become effective (check appropriate
space)

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485 

   
[X] on November 1,1996 pursuant to paragraph (b) of Rule 485
    

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485

[ ] on (date) pursuant to paragraph (a) of Rule 485

[ ] this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.

       The Registrant has registered an indefinite number of securities by a
prior registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Registrant filed its Rule 24f-2 Notice for the fiscal year
ended December 31, 1995, on February 15, 1996.

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




                                    1 of 109
<PAGE>   2
                           NATIONWIDE VARIABLE ACCOUNT
                     REFERENCE TO ITEMS REQUIRED BY FORM N-4


   
<TABLE>
<CAPTION>
N-4 ITEM                                                                                                     PAGE
<S>                                                                                                          <C>
Part A     INFORMATION REQUIRED IN A PROSPECTUS
     Item   1.    Cover page...............................................................................     3
     Item   2.    Definitions..............................................................................     8
     Item   3.    Synopsis or Highlights...................................................................    17
     Item   4.    Condensed Financial Information..........................................................    18
     Item   5.    General Description of Registrant, Depositor, and Portfolio Companies....................    24
     Item   6.    Deductions and Expenses..................................................................    25
     Item   7.    General Description of Variable Annuity Contracts........................................    27
     Item   8.    Annuity Period...........................................................................    30
     Item   9.    Death Benefit and Distributions..........................................................    32
     Item  10.    Purchases and Contract Value.............................................................    35
     Item  11.    Redemptions..............................................................................    36
     Item  12.    Taxes....................................................................................    36
     Item  13.    Legal Proceedings........................................................................    39
     Item  14.    Table of Contents of the Statement of Additional Information.............................    39
                                                                                                              
Part B     INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION                                      
     Item  15.    Cover Page...............................................................................    48
     Item  16.    Table of Contents........................................................................    48
     Item  17.    General Information and History..........................................................    48
     Item  18.    Services.................................................................................    48
     Item  19.    Purchase of Securities Being Offered.....................................................    48
     Item  20.    Underwriters.............................................................................    49
     Item  21.    Calculation of Yield Quotations of Money Market Sub-Accounts.............................    49
     Item  22.    Annuity Payments.........................................................................    49
     Item  23.    Financial Statements.....................................................................    50
                                                                                                               
Part C     OTHER INFORMATION                                                                                   
     Item  24.    Financial Statements and Exhibits........................................................    92
     Item  25.    Directors and Officers of the Depositor..................................................    94
     Item  26.    Persons Controlled by or Under Common Control with the                                       
                  Depositor or Registrant..................................................................    96
     Item  27.    Number of Contract Owners................................................................   105
     Item  28.    Indemnification..........................................................................   105
     Item  29.    Principal Underwriter....................................................................   105
     Item  30.    Location of Accounts and Records.........................................................   106
     Item  31.    Management Services......................................................................   106
     Item  32.    Undertakings.............................................................................   106
</TABLE>
    




                                    2 of 109
<PAGE>   3
   
                     SUPPLEMENT DATED NOVEMBER 1, 1996 TO
    
                        PROSPECTUS DATED MAY 1, 1996 FOR

                 INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                        NATIONWIDE LIFE INSURANCE COMPANY

                                   THROUGH ITS

                           NATIONWIDE VARIABLE ACCOUNT


This Supplement updates certain information contained in your Prospectus. Please
read it and keep it with your Prospectus for future reference.

1.       Effective October 17, 1996, Nationwide Financial Services, Inc. has
         changed its name to Nationwide Advisory Services, Inc. Accordingly, any
         and all references to Nationwide Financial Services, Inc. in this
         Prospectus are hereby amended to reflect this name change.

2.       On page 1 of the Prospectus, the list of underlying Mutual Fund options
         under the section entitled "FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1,
         1993", is hereby amended to include the following underlying Mutual
         Fund options:

                           Benham Income & Growth Fund
                           Dreyfus Third Century Fund, Inc.
                           Federated Bond Fund
                           Janus Worldwide Fund


3.       The UNDERLYING MUTUAL FUND ANNUAL EXPENSES table located on page 7 of
         the Prospectus is hereby amended to reflect the addition of the
         above-mentioned underlying Mutual Fund options:


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                                                     Total Portfolio
                                        Management        Other          Company
                                           Fees          Expenses        Expenses
- --------------------------------------------------------------------------------------
<S>                                         <C>              <C>            <C>  
Benham Income & Growth Fund                 0.31%            0.36%          0.67%
- --------------------------------------------------------------------------------------
Federated Bond Fund                         0.50%            0.59%          1.09%
- --------------------------------------------------------------------------------------
Janus Worldwide Fund                        0.68%            0.56%          1.24%
- --------------------------------------------------------------------------------------
</TABLE>


         Additionally, the UNDERLYING MUTUAL FUND ANNUAL EXPENSES table is
         further amended to reflect the following updates:


<TABLE>
<S>                                        <C>              <C>            <C>  
- --------------------------------------------------------------------------------
Fidelity Puritan Fund                      0.52%            0.25%          0.77%
- --------------------------------------------------------------------------------
MFS(R) World Governments Fund(4)           0.90%            0.71%          1.61%
- --------------------------------------------------------------------------------
Templeton Foreign Fund - Class I           0.63%            0.52%          1.15%
- --------------------------------------------------------------------------------
</TABLE>

(4)      A 12b-1 fee is included in the calculation of "Other Expenses".

                                    3 of 109
<PAGE>   4
4.       The Example table located on pages 8 and 9 of the Prospectus is hereby
         amended to reflect example information for the addition of the
         above-mentioned underlying Mutual Fund options:

               (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)
                                     EXAMPLE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                          IF YOU SURRENDER YOUR       IF YOU DO NOT SURRENDER        IF YOU ANNUITIZE YOUR
                       CONTRACT AT THE END OF THE   YOUR CONTRACT AT THE END OF   CONTRACT AT THE END OF THE
                         APPLICABLE TIME PERIOD      THE APPLICABLE TIME PERIOD     APPLICABLE TIME PERIOD
- ---------------------------------------------------------------------------------------------------------------
                      1 YR. 3 YRS. 5 YRS.  10 YRS.  1 YR. 3 YRS. 5 YRS.  10 YRS. 1 YR.  3 YRS. 5 YRS. 10 YRS.
- ---------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>     <C>     <C>     <C>    <C>    <C>     <C>     <C>    <C>   <C>     <C>
Benham Income &        92    112     142     247     22     67     115     247     *      67    115     247
Growth Fund
- ---------------------------------------------------------------------------------------------------------------
Federated Bond Fund    96    125     164     291     26     80     137     291     *      80    137     291
- ---------------------------------------------------------------------------------------------------------------
Janus Worldwide Fund   98    130     172     307     28     85     145     307     *      85    145     307
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


         Additionally, the Example table is further amended to reflect the
         following updates:


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                          IF YOU SURRENDER YOUR       IF YOU DO NOT SURRENDER        IF YOU ANNUITIZE YOUR
                       CONTRACT AT THE END OF THE   YOUR CONTRACT AT THE END OF   CONTRACT AT THE END OF THE
                         APPLICABLE TIME PERIOD      THE APPLICABLE TIME PERIOD     APPLICABLE TIME PERIOD
- ---------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>     <C>     <C>     <C>    <C>    <C>     <C>     <C>    <C>   <C>     <C>
Fidelity Puritan Fund  93    115     147     258     23     70     120     258     *      70    120     258
- ---------------------------------------------------------------------------------------------------------------
Templeton Foreign
Fund - Class I         97    127     167     298     27     82     140     298     *      82    140     298
- ---------------------------------------------------------------------------------------------------------------
</TABLE>



5.       The Condensed Financial Information table located on pages 13-18 of the
         Prospectus is amended to reflect the following updates:


<TABLE>
<CAPTION>
                           ACCUMULATION     ACCUMULATION         PERCENT         NUMBER OF
                            UNIT VALUE       UNIT VALUE         CHANGE IN       ACCUMULATION
                           AT BEGINNING        AT END         ACCUMULATION      UNITS AT END
          FUND              OF PERIOD         OF PERIOD        UNIT VALUE      OF THE PERIOD       YEAR
- -------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                 <C>              <C>             <C> 
Fidelity Puritan Fund-Q      12.020413        14.410892           19.89%           301,466         1995
                         ------------------------------------------------------------------------------
                             11.972512        12.020413            0.40%           161,179         1994
                         ------------------------------------------------------------------------------
                             10.000000        11.972512           19.73%            44,320         1993
- -------------------------------------------------------------------------------------------------------
Templeton Foreign Fund -     10.000000        11.097523           10.98%            69,083         1995
Class I - Q
- -------------------------------------------------------------------------------------------------------
</TABLE>


         Additionally, footnote number 1 to the Condensed Financial Information
         table is hereby deleted in its entirety and replaced with the following
         footnote:


(1)      Unit value information is not provided for the Benham Income & Growth
         Fund, the Federated Bond Fund and the Janus Worldwide Fund, as said
         underlying Mutual Funds were added to the Variable Account effective
         November 1, 1996, and therefore have no unit value histories prior to
         that time.




                                    4 of 109
<PAGE>   5
6.       APPENDIX B located on pages 37-42 of the Prospectus is hereby amended
         to include the following investment objectives:


BENHAM INCOME & GROWTH FUND:

         Investment Objective - Seeks dividend growth, current income and
         capital appreciation by investing in common stocks. The Fund may buy
         securities convertible into common stock, such as convertible bonds,
         convertible preferred stocks or warrants. The Fund may also, for
         liquidity purposes, invest in high-quality money market instruments
         with remaining maturities of one year or less. The Fund may also enter
         into repurchase agreements, collateralized by U.S. government
         securities, with banks or broker-dealers deemed to present minimal
         credit risk.

FEDERATED BOND FUND:

         Investment Objective - To provide as high a level of current income as
         is consistent with the preservation of capital. The Fund invests
         primarily in a professionally managed, diversified portfolio of bonds.
         Under normal circumstances, at least 65% of the Fund's net assets will
         be invested in investment grade securities, including repurchase
         agreements collateralized by investment grade securities. The Fund may
         invest in corporate debt obligations, U.S. Government obligations,
         municipal securities, asset-backed securities, adjustable rate mortgage
         securities, collateralized mortgage obligations, and other securities
         which are deemed to be consistent with the Fund's investment objective.


JANUS WORLDWIDE FUND:

         Investment Objective - To seek long-term growth of capital in a manner
         consistent with the preservation of capital. The objective is pursued
         primarily through investments in common stocks of foreign and domestic
         issuers. The Fund may invest on a worldwide basis in companies and
         organizations of any size, regardless of country of organization or
         place of principal business activity. The Fund normally invests in
         issuers from at least five different countries.




                                    5 of 109
<PAGE>   6
                        NATIONWIDE LIFE INSURANCE COMPANY
                                   Home Office
                                 P.O. Box 16609
          Columbus, Ohio 43216-6609, 1-800-848-6331, TDD 1-800-238-3035
                 INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
                  ISSUED BY THE NATIONWIDE VARIABLE ACCOUNT OF
                        NATIONWIDE LIFE INSURANCE COMPANY

       The Individual Deferred Variable Annuity Contracts described in this
prospectus are Flexible Purchase Payment Contracts (collectively referred to as
the "Contracts"). Contracts issued on or after December 25, 1982 and before
January 1, 1993 were issued to the trustees of Qualified Plans as Qualified
Contracts. Contracts issued prior to December 25, 1982 were issued to
individuals on Non-Qualified Contracts. Contracts issued after January 1, 1993
may only be issued to custodians of Individual Retirement Accounts ("IRAs").
These Contracts (issued after January 1, 1993) do not qualify for tax-deferral
under federal tax rules governing Non-Qualified Annuities or Individual
Retirement Annuities. Such Contracts are, however, issued to custodians of
Individual Retirement Accounts ("IRAs") for the benefit of individual IRA
account holders. Such account holders shall be the Annuitant under these
Contracts. Annuity payments under the Contracts are deferred until a selected
later date.

       Purchase Payments are allocated to the Nationwide Variable Account
("Variable Account"), a separate account of Nationwide Life Insurance Company
(the "Company"). The Variable Account is divided into Sub-Accounts, each of
which invests in shares of the following underlying Mutual Fund options:

                FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993

- -Delchester Fund-Institutional Class                          
- -Dreyfus A Bonds Plus, Inc.                                   
- -Dreyfus S & P 500 Index Fund (Formerly Peoples Index Fund, Inc.)
- -The Evergreen Total Return Fund                              
- -Fidelity Advisor Equity Income Fund                          
- -Fidelity Advisor Growth Opportunities Fund                   
- -Fidelity Advisor High Yield Fund                             
- -Fidelity Advisor Income & Growth Fund                        
- -Fidelity Asset Manager(TM)
- -Fidelity Equity-Income Fund                                  
- -Fidelity Magellan(R) Fund                                    
- -Fidelity Puritan Fund                                        
- -Fidelity VIP High Income Portfolio* (additional Purchase Payments or exchanges 
    may not be made to this Fund on or after December 1, 1993).
- -Janus Fund                                                   
- -Janus Twenty Fund                                            
- -MFS(R) World Governments Fund                                
- -Nationwide(R) Bond Fund                                      
- -Nationwide(R) Fund                             
- -Nationwide(R) Growth Fund                      
- -Nationwide(R) Money Market Fund                
- -Nationwide(R) U.S. Government Income Fund      
- -Neuberger & Berman Guardian Fund, Inc.         
- -Neuberger & Berman Limited Maturity Bond Fund  
- -Neuberger & Berman Partners Fund, Inc.         
- -Oppenheimer Global Fund                        
- -Phoenix Balanced Fund Series                   
- -Strong Total Return Fund, Inc.                 
- -Templeton Foreign Fund                         
- -Twentieth Century Growth Investors             
- -Twentieth Century International Equity Fund    
- -Twentieth Century Ultra Investors              
- -Twentieth Century U.S. Governments Short-Term  
- -Warburg Pincus Emerging Growth Fund            

*The High Income Portfolio may invest in lower quality debt securities commonly
referred to as junk bonds.

  FOR CONTRACTS ISSUED ON OR AFTER DECEMBER 25, 1982 AND BEFORE JANUARY 1, 1993

- -Fidelity Capital & Income Fund                                 
     (additional Purchase Payments or exchanges may not be made to this Fund on
     or after May 1, 1991. Not available for Contracts issued on or after May 1,
     1987).
- -Fidelity VIP High Income Portfolio (additional Purchase Payments or exchanges
     may not be made to this Fund on or after December 1, 1993).

- -MFS(R) World Governments Fund               
- -Nationwide(R) Money Market Fund             
- -Twentieth Century Growth Investors          
- -Twentieth Century U.S. Governments Short-Term




                                       1


                                    6 of 109
<PAGE>   7
                  FOR CONTRACTS ISSUED BEFORE DECEMBER 25, 1982

- -Nationwide(R) Bond Fund                
- -Nationwide(R) Fund                     
- -Nationwide(R) Growth Fund       
- -Nationwide(R) Money Market Fund 

       This prospectus provides you with the basic information you should know
about the Individual Deferred Variable Annuity Contracts issued by the
Nationwide Variable Account before investing. You should read it and keep it for
future reference. A Statement of Additional Information dated May 1, 1996,
containing further information about the Contracts and the Nationwide Variable
Account has been filed with the Securities and Exchange Commission. You can
obtain a copy without charge from Nationwide Life Insurance Company by calling
the number listed above or writing P.O. Box 16609, Columbus, Ohio 43216-6609.

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

       THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1996, IS
INCORPORATED HEREIN BY REFERENCE. THE TABLE OF CONTENTS FOR THE STATEMENT OF
ADDITIONAL INFORMATION APPEARS ON PAGE 34 OF THE PROSPECTUS.

                   THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.




                                       2


                                    7 of 109
<PAGE>   8
                            GLOSSARY OF SPECIAL TERMS

ACCUMULATION UNIT- An accounting unit of measure used to calculate the Variable
Account Contract Value prior to the Annuitization Date.

ANNUITANT- The person actually receiving annuity payments and upon whose
continuation of life any annuity payment involving life contingencies depends.
This person must be age 78 or younger at the time of Contract issuance. Although
not the Owner of the Contract, the Annuitant may exercise rights of ownership in
the Contract if so authorized by the holder of the Contract (an IRA custodian or
Qualified Plan trustee(s)).

ANNUITIZATION- The period during which annuity payments are actually received.

ANNUITIZATION DATE- The date on which annuity payments actually commence.

ANNUITY COMMENCEMENT DATE- The date on which annuity payments are scheduled to
commence. The Annuity Commencement Date is shown on the Data Page of the
Contract, and is subject to change by the Owner.

ANNUITY PAYMENT OPTION- The chosen form of making annuity payments. Several
options are available under this Contract.

ANNUITY UNIT- An accounting unit of measure used to calculate the value of
Variable Annuity payments.

BENEFICIARY- The Beneficiary is the person designated to receive certain
benefits under the Contract upon the death of the Annuitant prior to the
Annuitization Date. The Beneficiary can be changed by the Contract Owner as set
forth in the Contract.

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

COMPANY- Nationwide Life Insurance Company.

CONTINGENT BENEFICIARY- The Contingent Beneficiary is the person designated to
be the Beneficiary if the named Beneficiary is not living at the time of the
death of the Annuitant.

CONTINGENT DESIGNATED ANNUITANT- The Contingent Designated Annuitant may be the
recipient of certain rights or benefits under this Contract when the Annuitant
dies before the Annuitization Date. If a Contingent Designated Annuitant is
named on the application, all provisions of the Contract which are based on the
death of the Annuitant will be based on the death of the last survivor of the
Annuitant and the Contingent Designated Annuitant. The Owner's right to name a
Contingent Designated Annuitant may be restricted under the provisions of any
retirement or deferred compensation plan for which this Contract is issued.

CONTRACT- The Individual Deferred Variable Annuity Contract described in this
prospectus.

CONTRACT ANNIVERSARY- An anniversary of the Date of Issue of the Contract.

CONTRACT OWNER (OWNER)- The Contract Owner is the person (an individual, a
Qualified Plan trustee(s), or an IRA custodian) who possesses all rights under
the Contract. In most cases, IRA custodians and Qualified Plan trustees will
authorize the exercise of ownership rights in the Contract by the Annuitant,
including the right to designate and change any designations of the Beneficiary,
Contingent Beneficiary, Annuity Payment Option, the Annuity Commencement Date
and the right to make exchanges and reallocations among the investment options
available under the Contract. The Contract Owner is the person named on the
application, unless changed.

CONTRACT VALUE- The sum of the value of all Variable Account Accumulation Units
attributable to the Contract plus any amount held under the Contract in the
Fixed Account.

CONTRACT YEAR- Each year the Contract remains in force commencing with the Date
of Issue.

DATE OF ISSUE- The date shown as the Date of Issue on the Contract Data Page of
the Contract.

DEATH BENEFIT- The benefit payable upon the death of the Designated Annuitant
prior to the Annuitization Date. If the Annuitant dies after the Annuitization
Date, any benefit that may be payable shall be as specified in the Annuity
Payment Option elected.

DISTRIBUTION- Any payment of part or all of the Contract Value.

FIXED ACCOUNT- The Fixed Account is made up of all assets of the Company other
than those in the Variable Account or any other segregated asset account of the
Company.

FIXED ANNUITY- An annuity providing for payments which are guaranteed by the
Company as to dollar amount during Annuitization.

                                       3


                                    8 of 109
<PAGE>   9
HOME OFFICE- The main office of the Company located in Columbus, Ohio.

INDIVIDUAL RETIREMENT ACCOUNT/IRA- A custodial account which qualifies for
favorable tax treatment under Section 408 of the Code, and may hold this
Contract as an investment asset. Other than Contracts sold prior to December 25,
1982, no Contracts described in this prospectus were or shall be sold as
Individual Retirement Annuities.

INTEREST RATE GUARANTEE PERIOD- An Interest Rate Guarantee Period is the
interval of time during which an interest rate credited to the Fixed Account
under the Contract is guaranteed to remain the same. For new Purchase Payments
to the Fixed Account or transfers from the Variable Account, this period begins
upon the date of deposit or transfer and ends at the end of the calendar quarter
at least one year (but not more than 15 months) from deposit or transfer. At the
end of an Interest Rate Guarantee Period, a new interest rate is declared with
an Interest Rate Guarantee Period starting at the end of the prior period and
ending at the end of the calendar quarter one year later.

MUTUAL FUND (FUND) - A registered management investment company in which the
assets of the Sub-Accounts of the Variable Account will be invested.

NON-QUALIFIED CONTRACT- A Contract which does not qualify for favorable tax
treatment under Sections 401 (Qualified Plans), 408 (IRAs), or 403(b) (Tax
Sheltered Annuities) of the Code. Only Contracts described in this prospectus
that were issued prior to December 25, 1982 were issued as Non-Qualified
Annuities.

PLAN PARTICIPANT-A Plan Participant is a person for whom contributions are being
made to a Qualified Plan either through employer contributions or employee
salary reduction contributions.

PURCHASE PAYMENT- A deposit of new value into the Contract. The term "Purchase
Payment" does not include transfers between the Variable Account and Fixed
Account, or among the Sub-Accounts.

QUALIFIED CONTRACT- A Contract which receives favorable tax treatment under the
provisions of the Code, including those described in Section 401 and 403(a).

SUB-ACCOUNTS- Separate and distinct divisions of the Variable Account, to which
specific underlying Mutual Fund shares are allocated and for which Accumulation
Units and Annuity Units are separately maintained.

TAX SHELTERED ANNUITY- An annuity which qualifies for favorable tax treatment
under Section 403(b) of the Code.

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

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

VARIABLE ACCOUNT- The Nationwide Separate Account, a separate investment account
of the Company into which Variable Account Purchase Payments are allocated. The
Variable Account is divided into Sub-Accounts, each of which invests in shares
of a separate underlying Mutual Fund.

VARIABLE ANNUITY- An annuity providing for payments which vary in amount with
the investment experience of the Variable Account.




                                       4


                                    9 of 109
<PAGE>   10
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                            <C>
GLOSSARY OF SPECIAL TERMS...................................................................................    3
SUMMARY OF CONTRACT EXPENSES................................................................................    6
SYNOPSIS....................................................................................................   12
CONDENSED FINANCIAL INFORMATION.............................................................................   13
NATIONWIDE LIFE INSURANCE COMPANY...........................................................................   19
THE VARIABLE ACCOUNT........................................................................................   19
         Underlying Mutual Fund Options.....................................................................   19
         Voting Rights......................................................................................   20
VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS...........................................   20
         Mortality Risk Charge..............................................................................   20
         Expense Risk Charge................................................................................   20
         Contingent Deferred Sales Charge...................................................................   20
         Elimination of Contingent Deferred Sales Charge....................................................   21
         Contract Maintenance and Administration Charge.....................................................   22
         Premium Taxes......................................................................................   22
         Expenses of Variable Account.......................................................................   22
         Investments of the Variable Account................................................................   22
         Right to Revoke....................................................................................   22
         Transfers..........................................................................................   23
         Assignment.........................................................................................   23
         Loan Privilege.....................................................................................   23
         Beneficiary Provisions.............................................................................   24
         Ownership Provisions...............................................................................   25
         Substitution of Securities.........................................................................   25
         Inquiries..........................................................................................   25
ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT.....................................................................   25
         Value of an Annuity Unit...........................................................................   25
         Assumed Investment Rate............................................................................   26
         Frequency and Amount of Annuity Payments...........................................................   26
         Annuity Commencement Date..........................................................................   26
         Change in Annuity Commencement Date................................................................   26
         Change in Form of Annuity..........................................................................   26
         Annuity Payment Option.............................................................................   26
         Death of Annuitant Prior to the Annuitization Date (For Contracts Issued Prior                        
              to December 25, 1982).........................................................................   27
         Death Benefit After the Annuitization Date.........................................................   27
         Required Distributions for Qualified Plans.........................................................   27
         Required Distributions for Individual Retirement Annuities and                                        
              Individual Retirement Accounts................................................................   28
         Generation-Skipping Transfers......................................................................   28
GENERAL INFORMATION.........................................................................................   29
         Contract Owner Services............................................................................   29
         Statements and Reports.............................................................................   29
         Allocation of Purchase Payments and Contract Value.................................................   30
         Value of a Variable Account Accumulation Unit......................................................   30
         Net Investment Factor..............................................................................   30
         Valuation of Assets................................................................................   31
         Determining the Contract Value.....................................................................   31
         Surrender (Redemption).............................................................................   31
         Surrenders Under a Qualified Plan..................................................................   31
         Taxes..............................................................................................   31
         Non-Qualified Contracts............................................................................   32
         Charge for Tax Provisions..........................................................................   33
         Qualified Plans, Individual Retirement Annuities and Individual Retirement Accounts................   33
         Individual Retirement Accounts.....................................................................   34
LEGAL PROCEEDINGS...........................................................................................   34
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION....................................................   34
APPENDIX A..................................................................................................   35
</TABLE>




                                       5



                                   10 of 109
<PAGE>   11
                          SUMMARY OF CONTRACT EXPENSES
               (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

<TABLE>
<S>                                                                 <C>  
CONTRACT TRANSACTION EXPENSES

       Maximum Contingent Deferred Sales Charge(1)...............      7%
                                                                    ---- 

MAXIMUM ANNUAL CONTRACT MAINTENANCE CHARGES(2)...................    $30
                                                                    ---- 

VARIABLE ACCOUNT ANNUAL EXPENSES

       Mortality and Expense Risk Charge.........................   1.25%
                                                                    ---- 

       Administration Charge.....................................   0.05%
                                                                    ---- 

          Total Variable Account Annual Expenses.................   1.30%
                                                                    ---- 
</TABLE>

(1)  For Contracts issued on or after January 1, 1993 the maximum Contingent
     Deferred Sales Charge is 7%. Starting with the second year after a Purchase
     Payment has been made, 10% of that Purchase Payment may be withdrawn
     without imposition of a Contingent Deferred Sales Charge. The Contingent
     Deferred Sales Charge is waived for first-year withdrawals of up to 10% of
     premium or for Distributions required for the Contract to meet minimum
     Distribution requirements under the Code. This free withdrawal privilege is
     non-cumulative and must be used in the year available. The Contingent
     Deferred Sales Charge is imposed only against Purchase Payments.

(2)  The annual Contract Maintenance Charge is deducted on each Contract
     Anniversary and in any year in which the entire Contract Value is
     surrendered on the date of Surrender (see "Contract Maintenance and
     Administration Charges").


                                        6


                                    11 of 109
<PAGE>   12
               (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

<TABLE>
<CAPTION>
UNDERLYING MUTUAL FUND ANNUAL EXPENSES(3)
- ----------------------------------------------------------------------------------------------------------------
                                                                                               Total Portfolio
                                                                  Management        Other          Company
                                                                     Fees          Expenses        Expenses
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>            <C>
Delchester Fund-Institutional Class                                   0.58%            0.25%          0.83%
- ----------------------------------------------------------------------------------------------------------------
Dreyfus A Bonds Plus, Inc.                                            0.65%            0.34%          0.99%
- ----------------------------------------------------------------------------------------------------------------
Dreyfus S & P 500 Index Fund (Formerly Peoples Index Fund(R),         0.10%            0.45%          0.55%
     Inc.)
- ----------------------------------------------------------------------------------------------------------------
The Dreyfus Third Century Fund, Inc.                                  0.75%            0.37%          1.12%
- ----------------------------------------------------------------------------------------------------------------
The Evergreen Total Return Fund                                       0.98%            0.21%          1.19%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Advisor Equity Income Fund                                   0.50%            0.97%          1.47%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Advisor Growth Opportunities Fund                            0.69%            0.90%          1.59%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Advisor High Yield Fund                                      0.60%            0.55%          1.15%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Advisor Income & Growth Fund                                 0.52%            0.95%          1.47%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Asset Manager                                                0.72%            0.25%          0.97%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Fund                                           0.44%            0.24%          0.68%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Magellan(R) Fund                                             0.75%            0.22%          0.97%
- ----------------------------------------------------------------------------------------------------------------
Fidelity Puritan Fund                                                 0.52%            0.77%          1.29%
- ----------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                    0.60%            0.11%          0.71%
- ----------------------------------------------------------------------------------------------------------------
Janus Fund                                                            0.66%            0.25%          0.91%
- ----------------------------------------------------------------------------------------------------------------
Janus Twenty Fund                                                     0.67%            0.35%          1.02%
- ----------------------------------------------------------------------------------------------------------------
MFS(R) World Governments Fund                                         0.90%            0.71%          1.61%
- ----------------------------------------------------------------------------------------------------------------
Nationwide(R) Bond Fund                                               0.50%            0.21%          0.71%
- ----------------------------------------------------------------------------------------------------------------
Nationwide(R) Fund                                                    0.50%            0.13%          0.63%
- ----------------------------------------------------------------------------------------------------------------
Nationwide(R) Growth Fund                                             0.50%            0.16%          0.66%
- ----------------------------------------------------------------------------------------------------------------
Nationwide(R) Money Market                                            0.45%            0.17%          0.62%
- ----------------------------------------------------------------------------------------------------------------
Nationwide(R) U.S. Government Income Fund                             0.65%            0.43%          1.08%
- ----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Guardian Fund, Inc.                                0.72%            0.13%          0.85%
- ----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Limited Maturity Bond Fund                         0.51%            0.19%          0.70%
- ----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Partners Fund, Inc.                                0.76%            0.11%          0.87%
- ----------------------------------------------------------------------------------------------------------------
Oppenheimer Global Fund                                               0.72%            0.48%          1.20%
- ----------------------------------------------------------------------------------------------------------------
Phoenix Balanced Fund Series                                          0.50%            0.52%          1.02%
- ----------------------------------------------------------------------------------------------------------------
Strong Total Return Fund, Inc.                                        0.80%            0.34%          1.14%
- ----------------------------------------------------------------------------------------------------------------
Templeton Foreign Fund                                                0.63%            0.52%          1.15%
- ----------------------------------------------------------------------------------------------------------------
Twentieth Century Growth Investors                                    1.00%            0.00%          1.00%
- ----------------------------------------------------------------------------------------------------------------
Twentieth Century International Equity Fund                           1.77%            0.00%          1.77&
- ----------------------------------------------------------------------------------------------------------------
Twentieth Century Ultra Investors                                     1.00%            0.00%          1.00%
- ----------------------------------------------------------------------------------------------------------------
Twentieth Century U.S. Governments Short Term                         0.70%            0.00%          0.70%
- ----------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Growth Fund                                   0.90%            0.36%          1.26%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(3)  The Mutual Fund expenses shown above are assessed at the underlying Mutual
     Fund level and are not direct charges against Variable Account assets or
     reductions from Contract Values. These underlying Mutual Fund expenses are
     taken into consideration in computing each underlying Mutual Fund's net
     asset value, which is the share price used to calculate the unit values of
     the Variable Account. The management fees and other expenses, some of which
     are subject to fee waivers or expense reimbursements, are more fully
     described in prospectuses for each underlying Mutual Fund. The information
     relating to the underlying Mutual Fund expenses was provided by the
     underlying Mutual Fund and was not independently verified by the Company.


                                       7

                                    12 of 109
<PAGE>   13
               (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)
                                     EXAMPLE

The following chart depicts the dollar amount of expenses that would be incurred
under this Contract assuming a $1000 investment and 5% annual return. These
dollar figures are illustrative only and should not be considered a
representation of past or future expenses. Actual expenses may be greater or
lesser than those shown below. The expense amounts presented are derived from a
formula which allows the $30 Contract Maintenance Charge to be expressed as a
percentage of the average Contract account size for existing Contracts. Since
the average Contract account size for Contracts issued under this prospectus is
greater than $1000, the expense effect of the Contract Maintenance Charge is
reduced accordingly.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                          If you surrender your       If you do not surrender        If you annuitize your
                       Contract at the end of the   your Contract at the end of   Contract at the end of the
                         applicable time period      the applicable time period     applicable time period
- ---------------------------------------------------------------------------------------------------------------

                      1 Yr. 3 Yrs. 5 Yrs.  10 Yrs.  1 Yr. 3 Yrs. 5 Yrs.  10 Yrs. 1 Yr.  3 Yrs. 5 Yrs. 10 Yrs.
- ---------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>     <C>     <C>     <C>    <C>    <C>     <C>     <C>    <C>   <C>     <C>
Delchester             96    117     150     264     23     72     123     264     *      72    123     264
Fund-Inst'l
- ---------------------------------------------------------------------------------------------------------------
Dreyfus A Bonds Plus   95    122     153     281     25     77     132     281     *      77    132     281
- ---------------------------------------------------------------------------------------------------------------
Dreyfus S & P 500
Index Fund (Formerly   90    108     136     234     20     63     109     234     *      63    109     234
Peoples Index Fund,
Inc.)
- ---------------------------------------------------------------------------------------------------------------
The Dreyfus Third
Century Fund, Inc.     96    126     166     294     26     81     139     294     *      81    139     294
- ---------------------------------------------------------------------------------------------------------------
The Evergreen Total
Return Fund            97    128     169     302     27     83     142     302     *      83    142     302
- ---------------------------------------------------------------------------------------------------------------
Fidelity Advisor      100    137     184     330     30     92     157     330     *      92    157     330
Fund Equity Income
Fund
- ---------------------------------------------------------------------------------------------------------------
Fidelity Advisor      101    141     190     342     31     96     163     342     *      96    163     342
Fund Growth
Opportunities Fund
- ---------------------------------------------------------------------------------------------------------------
Fidelity Advisor       97    127     167     298     27     82     140     298     *      82    140     298
High Yield Fund
- ---------------------------------------------------------------------------------------------------------------
Fidelity Advisor      100    137     184     330     30     92     157     330     *      92    157     330
Income & Growth Fund
- ---------------------------------------------------------------------------------------------------------------
Fidelity Asset
Manager(TM)            95    122     158     279     25     77     131     279     *      77    131     279
- ---------------------------------------------------------------------------------------------------------------
Fidelity
Equity-Income          92    112     143     248     22     67     116     248     *      67    116     248
Fund
- ---------------------------------------------------------------------------------------------------------------
Fidelity Magellan      95    122     158     279     25     77     131     279     *      77    131     279
Fund
- ---------------------------------------------------------------------------------------------------------------
Fidelity Puritan Fund  98    132     175     312     28     87     148     312     *      87    142     312
- ---------------------------------------------------------------------------------------------------------------
Fidelity VIP High
Income Portfolio       92    113     144     251     22     68     117     251     *      68    117     251
- ---------------------------------------------------------------------------------------------------------------
Janus Fund             94    120     155     273     24     75     128     273     *      75    128     273
- ---------------------------------------------------------------------------------------------------------------
Janus Twenty Fund      95    123     160     284     25     78     133     284     *      78    133     284
- ---------------------------------------------------------------------------------------------------------------
MFS(R) World
Governments Fund      102    142     191     344     32     97     164     344     *      97    164     344
- ---------------------------------------------------------------------------------------------------------------
Nationwide(R) Bond
Fund                   92    113     144     251     22     68     117     251     *      68    117     251
- ---------------------------------------------------------------------------------------------------------------
Nationwide(R) Fund     91    111     140     243     21     66     113     243     *      66    113     243
- ---------------------------------------------------------------------------------------------------------------
Nationwide(R) Growth
Fund                   92    112     141     246     22     67     114     246     *      67    114     246
- ---------------------------------------------------------------------------------------------------------------
Nationwide(R) Money
Market Fund            91    110     139     242     21     65     112     242     *      65    112     242
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8

                                   13 of 109
<PAGE>   14
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                          If you surrender your       If you do not surrender        If you annuitize your
                       Contract at the end of the   your Contract at the end of   Contract at the end of the
                         applicable time period      the applicable time period     applicable time period
- ---------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>     <C>     <C>     <C>    <C>    <C>     <C>            <C>   <C>     <C>
Nationwide(R) U.S.     96    125     164     290     26     80     137     290     *      80    137     290
Government Income
Fund
- ---------------------------------------------------------------------------------------------------------------
Neuberger & Berman
Guardian Fund, Inc.    94    118     152     266     24     73     125     266     *      73    125     266
- ---------------------------------------------------------------------------------------------------------------
Neuberger & Berman
Limited Maturity       92    113     144     250     22     68     117     250     *      68    117     250
Bond Fund
- ---------------------------------------------------------------------------------------------------------------
Neuberger & Berman
Partners Fund, Inc.    94    118     153     268     24     73     126     268     *      73    126     268
- ---------------------------------------------------------------------------------------------------------------
Oppenheimer Global
Fund                   97    129     170     303     27     84     143     323     *      84    143     303
- ---------------------------------------------------------------------------------------------------------------
Phoenix Balanced
Fund Series            95    123     160     284     25     78     133     284     *      78    133     284
- ---------------------------------------------------------------------------------------------------------------
Strong Total Return
Fund, Inc.             97    127     167     297     27     82     140     297     *      82    140     297
- ---------------------------------------------------------------------------------------------------------------
Templeton Foreign
Fund                   97    127     167     298     27     82     140     298     *      82    140     298
- ---------------------------------------------------------------------------------------------------------------
Twentieth Century
Growth Investors       95    122     159     282     25     77     132     282     *      77    132     282
- ---------------------------------------------------------------------------------------------------------------
Twentieth Century
International Equity  103    147     199     359     33    102     172     359     *     102    172     359
Fund
- ---------------------------------------------------------------------------------------------------------------
Twentieth Century
U.S. Governments       92    113     144     250     22     68     117     250     *      68    117     250
Short-Term
- ---------------------------------------------------------------------------------------------------------------
Twentieth Century
Ultra Investors        95    122     159     282     25     77     132     282     *      77    132     282
- ---------------------------------------------------------------------------------------------------------------
Warburg Pincus
Emerging Growth Fund   98    131     173     309     28     86     146     309     *      86    146     309
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

* The Contracts sold under this prospectus do not permit annuitizations during
  the first two Contract years. The purpose of the Summary of Contract Expenses
  and Example is to assist the Contract Owner in understanding the various costs
  and expenses that will be borne directly or indirectly. The expenses of the
  Nationwide Variable Account as well as those of the underlying Mutual Funds
  are reflected in the table. For more complete descriptions of the expenses of
  the Nationwide Variable Account, see "Variable Account Charges, Purchase
  Payments, and Other Deductions." For more complete information regarding
  expenses paid out of the assets of a particular underlying Mutual Fund, see
  the underlying Mutual Fund's prospectus. Deductions for premium taxes may also
  apply but are not reflected in the Example shown above (see "Premium Taxes").


                                       9

                                   14 of 109

<PAGE>   15
                          SUMMARY OF CONTRACT EXPENSES
                 (FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993)

<TABLE>
<S>                                                                                                      <C>   
CONTRACT TRANSACTION EXPENSES
       Maximum Contingent Deferred Sales Charge(1)...................................................       5%  
                                                                                                         ----   

MAXIMUM ANNUAL CONTRACT MAINTENANCE CHARGES(2).......................................................     $30  
                                                                                                         ----  

VARIABLE ACCOUNT ANNUAL EXPENSES
       Mortality and Expense Risk Charge.............................................................    1.30% 
                                                                                                         ----  
           Total Variable Account Annual Expenses....................................................    1.30% 
                                                                                                         ----  
</TABLE>

UNDERLYING MUTUAL FUND ANNUAL EXPENSES(3)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
                                                                                            Total Portfolio
                                                              Management         Other          Company
                                                                 Fees          Expenses        Expenses
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>             <C>             <C>  
Fidelity Capital & Income Fund                                    0.70%           0.30%           1.00%
- ------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                0.60%           0.11%           0.71%
- ------------------------------------------------------------------------------------------------------------
MFS World Governments Fund                                        0.90%           0.71%           1.61%
- ------------------------------------------------------------------------------------------------------------
Nationwide(R) Money Market Fund                                   0.45%           0.17%           0.62%
- ------------------------------------------------------------------------------------------------------------
Twentieth Century Growth Investors                                1.00%           0.00%           1.00%
- ------------------------------------------------------------------------------------------------------------
Twentieth Century U.S. Governments Short-Term                     0.70%           0.00%           0.70%
- ------------------------------------------------------------------------------------------------------------
Nationwide(R) Bond Fund*                                          0.50%           0.21%           0.71%
- ------------------------------------------------------------------------------------------------------------
Nationwide(R) Fund*                                               0.50%           0.13%           0.63%
- ------------------------------------------------------------------------------------------------------------
Nationwide(R) Growth Fund*                                        0.50%           0.16%           0.66%
- ------------------------------------------------------------------------------------------------------------
</TABLE>

*   Available only for Contracts issued Prior to December 25, 1982.

(1) For Purchase Payments made after January 30, 1981 the Contract Owner may,
    after the first year from the date of such Purchase Payment, withdraw 5% of
    that Purchase Payment without imposition of a Contingent Deferred Sales
    Charge. For Contracts issued prior to August 4, 1981 starting with the third
    Contract Year, the Company will waive Contingent Deferred Sales Charge on
    surrendered amounts equal on a cumulative basis to 10% of Purchase Payments
    (see "Contingent Deferred Sales Charge").

(2) The annual Contract Maintenance Charge is deducted on each Contract
    Anniversary and in any year in which the entire Contract Value is
    surrendered on the date of Surrender (see "Contract Maintenance and
    Administration Charges").

(3) The Mutual Fund expenses shown above are assessed at the underlying Mutual
    Fund level and are not direct charges against separate account assets or
    reductions from Contract Values. These underlying Mutual Fund expenses are
    taken into consideration in computing each underlying Mutual Fund's net
    asset value, which is the share price used to calculate the unit values of
    the Variable Account. The management fees and other expenses, some of which
    are subject to fee waivers or expense reimbursements, are more fully
    described in prospectuses for each underlying Mutual Fund. The information
    relating to the underlying Mutual Fund expenses was provided by the
    underlying Mutual Fund and was not independently verified by the Company.

                                       10

                                   15 of 109

<PAGE>   16

                 (FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993)
                                     EXAMPLE

The following chart depicts the dollar amount of expenses that would be incurred
under this Contract assuming a $1000 initial Purchase Payment and 5% annual
return. These dollar figures are illustrative only and should not be considered
a representation of past or future expenses. Actual expenses may be greater or
lesser than those shown below. The expense amounts presented are derived from a
formula which allows the $30 Contract Maintenance Charge to be expressed as a
percentage of the average contract account size for existing Contracts. Since
the average contract account size for Contracts issued under this prospectus is
greater than $1000, the expense effect of the Contract Maintenance Charge is
reduced accordingly.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                         If you surrender your     If you do not surrender your     If you annuitize your
                       Contract at the end of the   Contract at the end of the    Contract at the end of the
                         applicable time period       applicable time period        applicable time period
- --------------------------------------------------------------------------------------------------------------
                      1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.  1 Yr. 3 Yrs.  5 Yrs. 10 Yrs.  1 Yr. 3 Yrs. 5 Yrs.  10 Yrs.
- --------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>    <C>     <C>     <C>    <C>    <C>     <C>     <C>    <C>    <C>     <C>
Fidelity Capital &     75    122    172     282     25     77     132     282     **     77     132     282
Income Fund
- --------------------------------------------------------------------------------------------------------------
Fidelity VIP High      72    113    157     251     22     68     117     251     **     68     117     251
Income Portfolio
- --------------------------------------------------------------------------------------------------------------
MFS(R) World           82    142    204     344     32     97     164     344     **     97     164     344
Governments Fund
- --------------------------------------------------------------------------------------------------------------
Nationwide(R) Money    71    110    152     242     21     65     112     242     **     65     112     242
Market Fund
- --------------------------------------------------------------------------------------------------------------
Twentieth Century      75    122    172     282     25     77     132     282     **     77     132     282
Growth Investors.
- --------------------------------------------------------------------------------------------------------------
Twentieth Century      72    113    157     250     22     68     117     250     **     68     117     250
U.S. Governments
Short-Term
- --------------------------------------------------------------------------------------------------------------
Nationwide(R) Bond     72    113    157     251     22     68     117     251     **     68     117     251
Fund*
- --------------------------------------------------------------------------------------------------------------
Nationwide(R) Fund*    71    111    153     243     21     66     113     243     **     66     113     243
- --------------------------------------------------------------------------------------------------------------
Nationwide(R) Growth   72    112    154     246     22     67     114     246     **     67     114     246
Fund*
- --------------------------------------------------------------------------------------------------------------
</TABLE>

*  Available only for Contracts issued Prior to December 25, 1982.

** The Contracts sold under this prospectus do not permit annuitizations during
   the first two Contract years.

The purpose of the Summary of Contract Expenses and Example are to assist the
Contract Owner in understanding the various costs and expenses that will be
borne directly or indirectly. The expenses of the Nationwide Variable Account as
well as those of the underlying Mutual Fund Company are reflected in the table.
For more complete descriptions of the expenses of the Nationwide Variable
Account, see "Variable Account Charges, Purchase Payments, and Other
Deductions." For more complete information regarding expenses paid out of the
assets of a particular underlying Mutual Fund, see the underlying Mutual Fund's
prospectus. Deductions for premium taxes may also apply but are not reflected in
the Example shown above (see "Premium Taxes").

                                       11

                                   16 of 109

<PAGE>   17
                                    SYNOPSIS

       The Company does not deduct a sales charge from Purchase Payments made
for these Contracts. However, if any part of the Contract Value of such
Contracts is surrendered, the Company will, with certain exceptions, deduct a
Contingent Deferred Sales Charge not to exceed 7% of the lesser of the total of
all Purchase Payments made within 84 months prior to the date of the request to
surrender, or the amount surrendered. For Contracts issued before January 1,
1993 the Company will deduct a Contingent Deferred Sales Charge not to exceed 5%
of the lesser of the total of all Purchase Payments made within 96 months prior
to the date of the request to surrender, or the amount surrendered. This charge,
when applicable, is imposed to permit the Company to recover sales expenses
which have been advanced by the Company (see "Contingent Deferred Sales
Charge").

       In addition, on each Contract Anniversary the Company will deduct an
annual Contract Maintenance Charge of $30 from the Contract Value of such
Contracts. The Company will also assess for Contracts issued on or after January
1, 1993 an Administration Charge equal to an annual rate of 0.05% of the daily
net asset value of the Variable Account. These charges are to reimburse the
Company for administrative expenses related to the issuance and maintenance of
the Contracts. The Company does not expect to recover from these charges an
amount in excess of accumulated administrative expenses (see "Contract
Maintenance and Administration Charges").

       The Company deducts a Mortality Risk Charge equal to an annual rate of
0.80% of the daily net asset value of the Variable Account for mortality risk
assumed by the Company (see "Mortality Risk Charge").

       The Company deducts an Expense Risk Charge equal to an annual rate of
0.45% (0.50% for Contracts issued prior to January 1, 1993) of the daily net
asset value of the Variable Account as compensation for the Company's risk in
undertaking not to increase administrative charges on the Contracts regardless
of the actual administrative costs (see "Expense Risk Charge").

       The cumulative total of all Purchase Payments under Contracts issued on
the life of any one Designated Annuitant may not exceed $1,000,000 without the
prior consent of the Company (see "Allocations of Purchase Payments and Contract
Value").

       If the Contract Value at the Annuitization Date is less than $500, the
Contract Value may be distributed in one lump sum in lieu of annuity payments.
If any annuity payment would be less than $20, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least $20. In no event, however, will annuity payments be made less
frequently than annually (see "Frequency and Amount of Annuity Payments").

       Premium taxes payable to any governmental entity will be charged against
the Contracts. If any such premium taxes are payable by the Company at the time
Purchase Payments are made, an equal premium tax deduction may be made from the
Contract prior to the allocation of any Purchase Payment to any underlying
Mutual Fund option (see "Premium Taxes").

       To be sure that the Contract Owner (or Annuitant if the Annuitant has
been authorized to exercise ownership rights under the Contract) is satisfied
with the Contract, the Contract Owner (or Annuitant, if so authorized) has a ten
day free look. Within ten days of the day the Contract is received, it may be
returned to the Home Office of the Company, at the address shown on page 1 of
this prospectus. When the Contract is received by the Company, the Company will
void the Contract and refund the Contract Value in full unless otherwise
required by state and/or federal law. All Individual Retirement Annuity refunds
will be return of Purchase Payments (see "Right To Revoke").


                                       12

                                   17 of 109
<PAGE>   18
CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period(1).

<TABLE>
<CAPTION>
                           Accumulation     Accumulation         Percent         Number Of
                            Unit Value       Unit Value         Change in       Accumulation
                           At Beginning        At End         Accumulation      Units At End
          Fund              Of Period         Of Period        Unit Value      Of The Period       Year
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                 <C>              <C>             <C> 
Delchester Fund Inst'l-Q     10.867271        12.257125           12.79%            65,214         1995
                         ------------------------------------------------------------------------------------
                             11.511092        10.867271           -5.59%            43,997         1994
                         ------------------------------------------------------------------------------------
                             10.000000        11.511092           15.11%            15,953         1993
- -------------------------------------------------------------------------------------------------------------
Dreyfus A Bonds Plus, Inc.    9.110600        10.819193           18.75%            53,005         1995
                         ------------------------------------------------------------------------------------
- -Q                           10.000000         9.110600           -8.89%            15,283         1994
- -------------------------------------------------------------------------------------------------------------
Dreyfus S & P 500 Index      10.749166        14.505515           34.95%            33,323         1995
                         ------------------------------------------------------------------------------------
Fund (Formerly Peoples       10.819026        10.749166           -0.65%            12,668         1994
                         ------------------------------------------------------------------------------------
Index Fund-Q)                10.000000        10.819026            8.19%               585         1993
- -------------------------------------------------------------------------------------------------------------
The Dreyfus Third Century     9.570659        12.829548           34.05%            12,292         1995
                         ------------------------------------------------------------------------------------
Fund, Inc.-Q                 10.477293         9.570659           -8.65%             7,325         1994
                         ------------------------------------------------------------------------------------
                             10.000000        10.477293            4.77%             2,583         1993
- -------------------------------------------------------------------------------------------------------------
The Evergreen Total          10.301799        12.594984           22.26%            60,789         1995
                         ------------------------------------------------------------------------------------
Return Fund-Q                11.153183        10.301799           -7.63%            51,305         1994
                         ------------------------------------------------------------------------------------
                             10.000000        11.153183           11.53%            32,321         1993
- -------------------------------------------------------------------------------------------------------------
Fidelity Advisor Equity      10.000000        10.213719            2.14%             0             1995
                         ------------------------------------------------------------------------------------
Income Fund-Q
- -------------------------------------------------------------------------------------------------------------
Fidelity Advisor Growth      10.000000        10.325686            3.26%             0             1995
Opportunities Fund-Q
- -------------------------------------------------------------------------------------------------------------
Fidelity Advisor High Yield  10.000000        10.057673            0.58%             0             1995
Fund-Q
- -------------------------------------------------------------------------------------------------------------
Fidelity Advisor Income &    10.000000        10.177458            1.77%             0             1995
Growth Fund-Q
                         ------------------------------------------------------------------------------------
Fidelity Asset Manager-Q      9.589367        11.183603           16.63%           198,546         1995
                         ------------------------------------------------------------------------------------
                             10.415849         9.589367           -7.93%           150,536         1994
                         ------------------------------------------------------------------------------------
                             10.000000        10.415849            4.16%             3,292         1993
- -------------------------------------------------------------------------------------------------------------
Fidelity Magellan(R) Fund-Q  11.964387        16.158074           35.05%           563,859         1995
                         ------------------------------------------------------------------------------------
                             12.346838        11.964387           -3.10%           307,064         1994
                         ------------------------------------------------------------------------------------
                             10.000000        12.346838           23.47%            59,100         1993
- -------------------------------------------------------------------------------------------------------------
Fidelity Puritan Fund-Q      12.020413        14.410892           19.89%           301,466         1995
                         ------------------------------------------------------------------------------------
                             11.972512        12.020413            0.40%           161,179         1994
                         ------------------------------------------------------------------------------------
                             10.000000        11.972512           19.73%            44,320         1993
- -------------------------------------------------------------------------------------------------------------
Janus Fund-Q                 10.000000        10.239338            2.39%             0             1995
                         ------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
Janus Twenty Fund-Q           8.701036        11.699046           34.46%            96,594         1995
                         ------------------------------------------------------------------------------------
                              9.451097         8.701036           -7.94%            56,135         1994
                         ------------------------------------------------------------------------------------
                             10.000000         9.451097           -5.49%             1,020         1993
- -------------------------------------------------------------------------------------------------------------
Neuberger & Berman            9.640402        12.571028           30.40%           139,046         1995
                         ------------------------------------------------------------------------------------
Guardian Fund-Q              10.000000         9.640402           -3.60%            25,549         1994

- -------------------------------------------------------------------------------------------------------------
Neuberger & Berman            9.833352        10.73507             9.17%            91,976         1995
                         ------------------------------------------------------------------------------------
Limited Maturity Bond         9.995028         9.833352           -1.62%            89,231         1994
                         ------------------------------------------------------------------------------------
Fund-Q                       10.000000         9.995028           -0.05%               423         1993
- -------------------------------------------------------------------------------------------------------------
Neuberger & Berman           11.183371        14.924653           33.45%            73,504         1995
                         ------------------------------------------------------------------------------------
Partners Fund-Q              11.548721        11.183371           -3.16%            38,329         1994
                         ------------------------------------------------------------------------------------
                             10.000000        11.548721           15.49%             9,926         1993
- -------------------------------------------------------------------------------------------------------------
Oppenheimer Global Fund-     13.503390        15.53885            15.07%          160,871          1995
                         ------------------------------------------------------------------------------------
Q                            14.119303        13.503390           -4.36%           87,590          1994
                         ------------------------------------------------------------------------------------
                             10.000000        14.119303           41.19%            5,128          1993
- -------------------------------------------------------------------------------------------------------------
Phoenix Balanced Fund         9.338434        11.373217           21.79%           23,786          1995
                         ------------------------------------------------------------------------------------
Series-Q                     10.000000         9.338434           -6.62%            9,028          1994
- -------------------------------------------------------------------------------------------------------------
Strong Total Return Fund,    11.881033        14.893186           25.35%           41,291          1995
                         ------------------------------------------------------------------------------------
Inc.-Q                       12.205201        11.881033           -2.66%           19,727          1994
                         ------------------------------------------------------------------------------------
                             10.000000        12.205201           22.05%            3,939          1993
- -------------------------------------------------------------------------------------------------------------
Twentieth Century Ultra       9.043121        12.289075           35.89%          266,570          1995
                         ------------------------------------------------------------------------------------
Investors-Q                   9.505758         9.043121           -4.87%          116,020          1994
                         ------------------------------------------------------------------------------------
                             10.000000         9.505758           -4.94%            2,713          1993
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The unit value information is not provided for the Templeton Foreign Fund
    and the TCI International Equity Fund because those underlying Mutual Funds
    were only added to the Variable Account on February 1, 1995 and therefore
    have no unit value histories prior to that time.

                                       13

                                   18 of 109

<PAGE>   19
CONDENSED FINANCIAL INFORMATION, Continued

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.

<TABLE>
<CAPTION>
                           Accumulation      Accumulation        Percent         Number Of
                            Unit Value        Unit Value        Change in       Accumulation
                           At Beginning         At End        Accumulation      Units At End
          Fund               Of Period        Of Period        Unit Value      Of The Period       Year
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                <C>              <C>             <C> 
TCI-International Equity     10.000000         11.748911          17.49%           25,477          1995
                         ------------------------------------------------------------------------------------
Fund-Q
- -------------------------------------------------------------------------------------------------------------
Templeton Foreign Fund - Q   10.000000         11.097523          10.98%            69,083         1995
- -------------------------------------------------------------------------------------------------------------
Nationwide(R) Fund-Q         45.095466         57.857937          28.30%            30,473         1995
                         ------------------------------------------------------------------------------------
                             45.422888         45.095466          -0.72%            32,311         1994
                         ------------------------------------------------------------------------------------
                             43.104048         45.422888           5.38%            32,770         1993
                         ------------------------------------------------------------------------------------
                             42.418147         43.104048           1.62%            30,648         1992
                         ------------------------------------------------------------------------------------
                             33.001868         42.418147          28.53%            28,864         1991
                         ------------------------------------------------------------------------------------
                             33.337339         33.001868          -1.01%            27,869         1990
                         ------------------------------------------------------------------------------------
                             25.242361         33.337339          32.07%            26,210         1989
                         ------------------------------------------------------------------------------------
                             21.904484         25.242361          15.24%            34,078         1988
                         ------------------------------------------------------------------------------------
                             21.753896         21.904484           0.69%            29,853         1987
                         ------------------------------------------------------------------------------------
                             18.738993         21.753896          16.09%            30,428         1986
                         ------------------------------------------------------------------------------------
                             13.914957         18.738993          34.67%            23,160         1985
                         ------------------------------------------------------------------------------------
                             13.283383         13.914957           4.75%            26,218         1984
- -------------------------------------------------------------------------------------------------------------
Nationwide(R) Fund-NQ        46.971513         60.264917          28.30%               258         1995
                         ------------------------------------------------------------------------------------
                             47.312558         46.971513          -0.72%               259         1994
                         ------------------------------------------------------------------------------------
                             44.897247         47.312558           5.38%               260         1993
                         ------------------------------------------------------------------------------------
                             44.182806         44.897247           1.62%               261         1992
                         ------------------------------------------------------------------------------------
                             34.374796         44.182806          28.53%               753         1991
                         ------------------------------------------------------------------------------------
                             34.724214         34.374796          -1.01%             1,169         1990
                         ------------------------------------------------------------------------------------
                             26.292480         34.724214          32.07%             3,791         1989
                         ------------------------------------------------------------------------------------
                             22.815734         26.292480          15.24%             4,689         1988
                         ------------------------------------------------------------------------------------
                             22.658886         22.815734           0.69%             4,939         1987
                         ------------------------------------------------------------------------------------
                             19.518552         22.658886          16.09%             5,238         1986
                         ------------------------------------------------------------------------------------
                             14.493830         19.518552          34.67%             5,139         1985
                         ------------------------------------------------------------------------------------
                             13.835981         14.493830           4.75%             5,141         1984
- -------------------------------------------------------------------------------------------------------------
Nationwide(R)                51.535806         65.471148          27.04%            48,841         1995
                         ------------------------------------------------------------------------------------
Growth Fund-Q                51.458079         51.535806           0.15%            48,009         1994
                         ------------------------------------------------------------------------------------
                             46.832151         51.458079           9.88%            48,190         1993
                         ------------------------------------------------------------------------------------
                             44.639577         46.832151           4.91%            48,853         1992
                         ------------------------------------------------------------------------------------
                             33.241418         44.639577          34.29%            42,168         1991
                         ------------------------------------------------------------------------------------
                             36.439953         33.241418          -8.78%            43,789         1990
                         ------------------------------------------------------------------------------------
                             32.118373         36.439953          13.46%            53,223         1989
                         ------------------------------------------------------------------------------------
                             26.557068         32.118373          20.94%            58,604         1988
                         ------------------------------------------------------------------------------------
                             26.282362         26.557068           1.05%            61,931         1987
                         ------------------------------------------------------------------------------------
                             22.485465         26.282362          16.89%            61,795         1986
                         ------------------------------------------------------------------------------------
                             17.090851         22.485465          31.56%            51,773         1985
                         ------------------------------------------------------------------------------------
                             15.974526         17.090851           6.99%            33,021         1984
- -------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14

                                   19 of 109
<PAGE>   20
CONDENSED FINANCIAL INFORMATION, Continued

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.

<TABLE>
<CAPTION>
                              Accumulation     Accumulation       Percent         Number Of
                               Unit Value       Unit Value       Change in       Accumulation
                              At Beginning        At End        Accumulation     Units At End
           Fund                Of Period        Of Period        Unit Value     Of The Period       Year
- --------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                <C>               <C>           <C> 
Nationwide(R)                   54.415339        69.129314          27.04%              120         1995
                            ----------------------------------------------------------------------------------
Growth Fund-NQ                  54.333269        54.415339           0.15%              121         1994
                            ----------------------------------------------------------------------------------
                                49.448867        54.333269           9.88%              126         1993
                            ----------------------------------------------------------------------------------
                                47.133788        49.448867           4.91%              397         1992
                            ----------------------------------------------------------------------------------
                                35.098768        47.133788          34.29%              568         1991
                            ----------------------------------------------------------------------------------
                                38.476025        35.098768          -8.78%              580         1990
                            ----------------------------------------------------------------------------------
                                33.912975        38.476025          13.46%            2,019         1989
                            ----------------------------------------------------------------------------------
                                28.040930        33.912975          20.94%            2,498         1988
                            ----------------------------------------------------------------------------------
                                27.750867        28.040930           1.05%            2,757         1987
                            ----------------------------------------------------------------------------------
                                23.741823        27.750867          16.89%            2,270         1986
                            ----------------------------------------------------------------------------------
                                18.045792        23.741823          31.56%            2,246         1985
                            ----------------------------------------------------------------------------------
                                16.867093        18.045792           6.99%            2,249         1984
- --------------------------------------------------------------------------------------------------------------
Nationwide(R)                   30.832258        37.782872          22.54%           38,843         1995
                            ----------------------------------------------------------------------------------
Bond Fund-Q                     33.991130        30.832258          -9.29%           35,282         1994
                            ----------------------------------------------------------------------------------
                                31.104546        33.991130           9.28%           35,392         1993
                            ----------------------------------------------------------------------------------
                                29.186916        31.104546           6.57%           21,409         1992
                            ----------------------------------------------------------------------------------
                                25.300143        29.186916          15.36%           18,724         1991
                            ----------------------------------------------------------------------------------
                                23.686756        25.300143           6.81%           16,600         1990
                            ----------------------------------------------------------------------------------
                                21.674206        23.686756           9.29%           20,519         1989
                            ----------------------------------------------------------------------------------
                                20.301575        21.674206           6.76%           21,508         1988
                            ----------------------------------------------------------------------------------
                                20.512400        20.301575          -1.03%           21,175         1987
                            ----------------------------------------------------------------------------------
                                18.406923        20.512400          11.44%           19,962         1986
                            ----------------------------------------------------------------------------------
                                15.655621        18.406923          17.57%           10,849         1985
                            ----------------------------------------------------------------------------------
                                13.906483        15.655621          12.58%            7,239         1984
- --------------------------------------------------------------------------------------------------------------
Nationwide(R)                   30.700082        37.620900          22.54%              622         1995
                            ----------------------------------------------------------------------------------
Bond Fund-NQ                    33.845410        30.700082          -9.29%              657         1994
                            ----------------------------------------------------------------------------------
                                30.971200        33.845410           9.28%              676         1993
                            ----------------------------------------------------------------------------------
                                29.061793        30.971200           6.57%              836         1992
                            ----------------------------------------------------------------------------------
                                25.191682        29.061793          15.36%            1,030         1991
                            ----------------------------------------------------------------------------------
                                23.585215        25.191682           6.81%            1,070         1990
                            ----------------------------------------------------------------------------------
                                21.581298        23.585215           9.29%            1,061         1989
                            ----------------------------------------------------------------------------------
                                20.214557        21.581298           6.76%            1,063         1988
                            ----------------------------------------------------------------------------------
                                20.424489        20.214557          -1.03%            1,340         1987
                            ----------------------------------------------------------------------------------
                                18.328041        20.424489          11.44%              717         1986
                            ----------------------------------------------------------------------------------
                                15.588540        18.328041          17.57%              304         1985
                            ----------------------------------------------------------------------------------
                                13.846897        15.588540          12.58%              304         1984
- --------------------------------------------------------------------------------------------------------------
Nationwide(R) U.S.              10.000000        10.124709           1.25%            0             1995
                            ----------------------------------------------------------------------------------
Government Income Fund- Q
- --------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15

                                   20 of 109

<PAGE>   21
CONDENSED FINANCIAL INFORMATION, Continued

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.

<TABLE>
<CAPTION>
                           Accumulation      Accumulation        Percent         Number Of
                            Unit Value        Unit Value        Change in       Accumulation
                           At Beginning         At End        Accumulation      Units At End
          Fund               Of Period        Of Period        Unit Value      Of The Period       Year
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                 <C>             <C>             <C> 
Nationwide(R)                22.850271         23.797066           4.14%            49,996         1995
                         ------------------------------------------------------------------------------------
Money Market Fund-Q*         22.315407         22.850271           2.40%            56,127         1994
                         ------------------------------------------------------------------------------------
- -Contracts issued before     22.042019         22.315407           1.24%            68,074         1993
                         ------------------------------------------------------------------------------------
December 25, 1982            21.636991         22.042019           1.87%            92,318         1992
                         ------------------------------------------------------------------------------------
                             20.752553         21.636991           4.26%           118,625         1991
                         ------------------------------------------------------------------------------------
                             19.490217         20.752553           6.48%           139,482         1990
                         ------------------------------------------------------------------------------------
                             18.134311         19.490217           7.48%           143,367         1989
                         ------------------------------------------------------------------------------------
                             17.153896         18.134311           5.72%           141,139         1988
                         ------------------------------------------------------------------------------------
                             16.365495         17.153896           4.82%           167,178         1987
                         ------------------------------------------------------------------------------------
                             15.592616         16.365495           4.96%           170,053         1986
                         ------------------------------------------------------------------------------------
                             14.634154         15.592616           6.55%           195,495         1985
                         ------------------------------------------------------------------------------------
                             13.434102         14.634154           8.93%           213,440         1984
- -------------------------------------------------------------------------------------------------------------
Nationwide(R)                22.994681         23.947460           4.14%             1,323         1995
                         ------------------------------------------------------------------------------------
Money Market Fund-NQ*        22.456439         22.994681           2.40%             1,329         1994
                         ------------------------------------------------------------------------------------
- -Contracts issued before     22.181323         22.456439           1.24%             1,335         1993
                         ------------------------------------------------------------------------------------
December 25, 1982            21.773734         22.181323           1.87%             2,211         1992
                         ------------------------------------------------------------------------------------
                             20.883706         21.773734           4.26%             3,526         1991
                         ------------------------------------------------------------------------------------
                             19.613392         20.883706           6.48%             3,539         1990
                         ------------------------------------------------------------------------------------
                             18.248916         19.613392           7.48%             4,681         1989
                         ------------------------------------------------------------------------------------
                             17.262304         18.248916           5.72%             4,923         1988
                         ------------------------------------------------------------------------------------
                             16.468923         17.262304           4.82%             5,697         1987
                         ------------------------------------------------------------------------------------
                             15.691157         16.468923           4.96%             6,392         1986
                         ------------------------------------------------------------------------------------
                             14.726641         15.691157           6.55%             9,046         1985
                         ------------------------------------------------------------------------------------
                             13.519005         14.726641           8.93%            15,764         1984
- -------------------------------------------------------------------------------------------------------------
</TABLE>

*  The 7-day yield on the Nationwide Money Market Fund as of December 31, 1995,
   was 3.88%.


                                       16

                                   21 of 109

<PAGE>   22
CONDENSED FINANCIAL INFORMATION, Continued

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.

<TABLE>
<CAPTION>
                           Accumulation      Accumulation        Percent         Number Of
                            Unit Value        Unit Value        Change in       Accumulation
                           At Beginning         At End        Accumulation      Units At End
          Fund               Of Period        Of Period        Unit Value      Of The Period       Year
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                <C>              <C>             <C> 
Fidelity                     32.589111         37.550944          15.23%            37,608         1995
                         ------------------------------------------------------------------------------------
Capital & Income             34.612981         32.589111          -5.85%            47,236         1994
                         ------------------------------------------------------------------------------------
Fund-Q                       28.076548         34.612981          23.28%            59,521         1993
                         ------------------------------------------------------------------------------------
                             22.214568         28.076548          26.39%            67,342         1992
                         ------------------------------------------------------------------------------------
                             17.337275         22.214568          28.13%            73,366         1991
                         ------------------------------------------------------------------------------------
                             18.269034         17.337275          -5.10%           100,081         1990
                         ------------------------------------------------------------------------------------
                             19.118217         18.269034          -4.44%           181,935         1989
                         ------------------------------------------------------------------------------------
                             17.209582         19.118217          11.09%           209,084         1988
                         ------------------------------------------------------------------------------------
                             17.219486         17.209582          -0.06%           222,142         1987
                         ------------------------------------------------------------------------------------
                             14.790934         17.219486          16.42%           245,592         1986
                         ------------------------------------------------------------------------------------
                             11.937295         14.790934          23.91%           186,458         1985
                         ------------------------------------------------------------------------------------
                             10.941999         11.937295           9.10%            85,802         1984
- -------------------------------------------------------------------------------------------------------------
MFS(R) World                 31.104159         35.454983          13.99%            34,015         1995
                         ------------------------------------------------------------------------------------
Governments                  33.728667         31.104159          -7.78%            39,642         1994
                         ------------------------------------------------------------------------------------
Fund-Q                       28.864451         33.728667          16.85%            45,016         1993
                         ------------------------------------------------------------------------------------
                             28.856612         28.864451           0.03%            48,580         1992
                         ------------------------------------------------------------------------------------
                             25.777493         28.856612          11.94%            39,397         1991
                         ------------------------------------------------------------------------------------
                             22.152081         25.777493          16.37%            44,525         1990
                         ------------------------------------------------------------------------------------
                             20.902197         22.152081           5.98%            44,572         1989
                         ------------------------------------------------------------------------------------
                             20.287562         20.902197           3.03%            54,351         1988
                         ------------------------------------------------------------------------------------
                             16.504183         20.287562          22.92%            69,736         1987
                         ------------------------------------------------------------------------------------
                             12.845363         16.504183          28.48%            53,614         1986
                         ------------------------------------------------------------------------------------
                             10.026547         12.845363          28.11%            21,316         1985
                         ------------------------------------------------------------------------------------
                              9.926953         10.026547           1.00%             8,044         1984
- -------------------------------------------------------------------------------------------------------------
Fidelity Equity-             35.576037         46.285491          30.10%           263,736         1995
                         ------------------------------------------------------------------------------------
Income Fund-Q                35.955883         35.576037          -1.06%           306,544         1994
                         ------------------------------------------------------------------------------------
                             30.029661         35.955883          19.73%           305,774         1993
                         ------------------------------------------------------------------------------------
                             26.531856         30.029661          13.18%           285,928         1992
                         ------------------------------------------------------------------------------------
                             20.772673         26.531856          27.72%           294,858         1991
                         ------------------------------------------------------------------------------------
                             24.479712         20.772673         -15.14%           330,860         1990
                         ------------------------------------------------------------------------------------
                             20.898784         24.479712          17.13%           408,022         1989
                         ------------------------------------------------------------------------------------
                             17.285651         20.898784          20.90%           399,082         1988
                         ------------------------------------------------------------------------------------
                             17.804841         17.285651          -2.92%           434,996         1987
                         ------------------------------------------------------------------------------------
                             15.408481         17.804841          15.55%           296,988         1986
                         ------------------------------------------------------------------------------------
                             12.482893         15.408481          23.44%           167,305         1985
                         ------------------------------------------------------------------------------------
                             11.442838         12.482893           9.09%            78,085         1984
- -------------------------------------------------------------------------------------------------------------
</TABLE>


                                       17

                                   22 of 109

<PAGE>   23
CONDENSED FINANCIAL INFORMATION, Continued

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.

<TABLE>
<CAPTION>
                           Accumulation      Accumulation        Percent         Number Of
                            Unit Value        Unit Value        Change in       Accumulation
                           At Beginning         At End        Accumulation      Units At End
          Fund               Of Period        Of Period        Unit Value      Of The Period       Year
- -------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                <C>               <C>            <C> 
Twentieth Century            38.113717         45.274141          18.79%            231,124        1995
                         ------------------------------------------------------------------------------------
Growth Investors-Q           39.197771         38.113717          -2.77%            324,141        1994
                         ------------------------------------------------------------------------------------
                             38.275689         39.197771           2.41%            335,369        1993
                         ------------------------------------------------------------------------------------
                             40.518750         38.275689          -5.54%            404,811        1992
                         ------------------------------------------------------------------------------------
                             24.287059         40.518750          66.83%            410,440        1991
                         ------------------------------------------------------------------------------------
                             25.592676         24.287059          -5.10%            401,940        1990
                         ------------------------------------------------------------------------------------
                             18.114515         25.592676          41.28%            428,017        1989
                         ------------------------------------------------------------------------------------
                             17.866465         18.114515           1.39%            470,808        1988
                         ------------------------------------------------------------------------------------
                             16.040713         17.866465          11.38%            564,503        1987
                         ------------------------------------------------------------------------------------
                             13.641819         16.040713          17.58%            754,611        1986
                         ------------------------------------------------------------------------------------
                             10.317997         13.641819          32.21%            880,137        1985
                         ------------------------------------------------------------------------------------
                             11.776821         10.317997         -12.39%            938,102        1984
- -------------------------------------------------------------------------------------------------------------
Nationwide(R)                18.146709         18.898613           4.14%           424,693         1995
                         ------------------------------------------------------------------------------------
Money Market Fund-Q*         17.721943         18.146709           2.40%           326,464         1994
                         ------------------------------------------------------------------------------------
For Contracts issued         17.504831         17.721943           1.24%           294,859         1993
                         ------------------------------------------------------------------------------------
on or after                  17.183173         17.504831           1.87%           303,845         1992
                         ------------------------------------------------------------------------------------
December 25, 1982            16.480790         17.183173           4.26%           450,748         1991
                         ------------------------------------------------------------------------------------
                             15.478296         16.480790           6.48%           548,549         1990
                         ------------------------------------------------------------------------------------
                             14.401492         15.478296           7.48%           568,349         1989
                         ------------------------------------------------------------------------------------
                             13.622887         14.401492           5.72%           731,284         1988
                         ------------------------------------------------------------------------------------
                             12.996777         13.622887           4.82%           798,771         1987
                         ------------------------------------------------------------------------------------
                             12.382985         12.996777           4.96%           292,431         1986
                         ------------------------------------------------------------------------------------
                             11.621822         12.382985           6.55%           188,214         1985
                         ------------------------------------------------------------------------------------
                             10.668791         11.621822           8.93%           198,730         1984
- -------------------------------------------------------------------------------------------------------------
Twentieth Century            18.748399         20.449954           9.08%           216,620         1995
                         ------------------------------------------------------------------------------------
U.S. Governments             19.087872         18.748399          -1.78%           183,649         1994
                         ------------------------------------------------------------------------------------
Short-Term-Q                 18.563845         19.087872           2.82%           182,484         1993
                         ------------------------------------------------------------------------------------
                             18.018283         18.563845           3.03%           177,970         1992
                         ------------------------------------------------------------------------------------
                             16.352445         18.018283          10.19%           191,264         1991
                         ------------------------------------------------------------------------------------
                             15.400806         16.352445           6.18%           188,328         1990
                         ------------------------------------------------------------------------------------
                             14.188398         15.400806           8.55%           224,117         1989
                         ------------------------------------------------------------------------------------
                             13.608723         14.188398           4.26%           252,401         1988
                         ------------------------------------------------------------------------------------
                             13.278840         13.608723           2.48%           215,842         1987
                         ------------------------------------------------------------------------------------
                             12.240182         13.278840           8.49%           100,711         1986
                         ------------------------------------------------------------------------------------
                             10.975550         12.240182          11.52%            26,196         1985
                         ------------------------------------------------------------------------------------
                             10.000000         10.975550           9.76%             6,244         1984
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP-                16.267014         19.364421          19.04%            22,970         1995
                         ------------------------------------------------------------------------------------
High Income                  16.739460         16.267014          -2.82%            34,151         1994
                         ------------------------------------------------------------------------------------
Portfolio                    14.073333         16.739460          18.94%            62,931         1993
                         ------------------------------------------------------------------------------------
                             11.587552         14.073333          21.45%            42,842         1992
                         ------------------------------------------------------------------------------------
                             10.000000         11.587552          15.88%            10,365         1991
- -------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging      10.000000         10.895016           8.95%                 0         1995
Growth Fund-Q
- -------------------------------------------------------------------------------------------------------------
</TABLE>

*  The 7-day yield on the Nationwide Money Market Fund as of December 31, 1995
   was 3.88%.

                                       18

                                   23 of 109
<PAGE>   24

                        NATIONWIDE LIFE INSURANCE COMPANY

       The Company is a stock life insurance company organized under the laws of
the State of Ohio in March 1929. The Company is a member of the Nationwide
Insurance Enterprise, with its Home Office at One Nationwide Plaza, Columbus,
Ohio 43216-6609. The Company offers a complete line of life insurance, including
annuities and accident and health insurance. It is admitted to do business in
the District of Columbia, Puerto Rico, and in all states.

       The Company is also ranked and rated by independent financial rating
services, among which are Moody's, Standard and Poor's, and A.M. Best Company.
The purpose of these ratings is to reflect the financial strength or
claims-paying ability of the Company. The ratings are not intended to reflect
the investment experience or financial strength of the Variable Account. The
Company may advertise these ratings in sales literature from time to time.

                              THE VARIABLE ACCOUNT

       The Variable Account was established by the Company on March 3, 1976,
pursuant to the provisions of Ohio law. The Company has caused the Variable
Account to be registered with the Securities and Exchange Commission as a unit
investment trust pursuant to the provisions of the Investment Company Act of
1940. Such registration does not involve supervision of the management of the
Variable Account or the Company by the Securities and Exchange Commission.

       The Variable Account is a separate investment account of the Company and
as such, is not chargeable with liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. Obligations under the Contracts, however,
are obligations of the Company. Income, gains and losses, whether or not
realized, from the assets of the Variable Account are, in accordance with the
Contracts, credited to or charged against the Variable Account without regard to
other income, gains, or losses of the Company.

       Purchase Payments are allocated within the Variable Account among one or
more Sub-Accounts made up of shares in the underlying Mutual Fund option(s).
There are two Sub-Accounts within the Variable Account for each of the
underlying Mutual Fund options which may be designated by the Contract Owner
under Contracts issued prior to December 25, 1982. One such Sub-Account contains
the underlying Mutual Fund shares attributable to Accumulation Units under
Qualified Contracts and one such Sub-Account contains the underlying Mutual Fund
shares attributable to Accumulation Units under Non-Qualified Contracts. From
December 25, 1982 until December 31, 1992, only Qualified Contracts were issued
under the Variable Account. Currently (and at all times after January 1, 1993)
the Contracts are issued to IRA custodians for the benefit of IRA account
holders.

UNDERLYING MUTUAL FUND OPTIONS

       Contract Owners (or Annuitants, if Annuitants have been authorized to
exercise ownership rights under the Contract) may choose from among a number of
different underlying Mutual Fund options (see Appendix B which contains a
summary of investment objectives for each underlying Mutual Fund option). More
detailed information may be found in the current prospectus for each underlying
Mutual Fund option offered. Such a prospectus for the underlying Mutual Fund
option(s) being considered must accompany this prospectus and should be read in
conjunction herewith. You can obtain a copy of each prospectus without charge
from Nationwide Life Insurance Company by calling 1-800-848-6331, TDD
1-800-238-3035 or writing P.O. Box 16609, Columbus, Ohio 43216-6609.

       Some of the underlying Mutual Fund options may be available to registered
separate accounts offering variable annuity and variable life products of other
participating insurance companies, as well as to the Variable Account and other
separate accounts of the Company. Although the Company does not anticipate any
disadvantages to this, there is a possibility that a material conflict may arise
between the interest of the Variable Account and one or more of the other
separate accounts participating in the underlying Mutual Funds. A conflict may
occur due to a change in law affecting the operations of variable life and
variable annuity separate accounts, differences in the voting instructions of
the Contract Owners and those of other companies, or some other reason. In the
event of conflict, the Company will take any steps necessary to protect Contract
Owners and variable annuity payees, including withdrawal of the Variable Account
from participation in the underlying Mutual Fund or Mutual Funds which are
involved in the conflict.

         For Contracts issued after January 1, 1993, the underlying Mutual Fund
options offered are also available to the general public. Based on the Company's
marketing plan for the Contracts (the Contracts will be exclusively marketed
through IRA custodial accounts), the Company does not anticipate any
disadvantages to this. There is, however, a possibility that a material conflict
may arise between those with interests in the Contracts, the Variable Account
and the various individuals and entities holding shares of the Mutual Funds. A
conflict may occur due to a change in law affecting the operations of variable
annuity separate accounts, differences in the voting instructions of the Owners
and others maintaining a voting interest in the underlying Mutual Funds, or some
other reason. In the event of conflict, the Company will take any steps
necessary to protect those with interests in the Contracts.


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                                    24 of 109
<PAGE>   25

VOTING RIGHTS

       Voting rights under the Contracts apply ONLY with respect to Purchase
Payments or accumulated amounts allocated to the Variable Account.

       In accordance with its view of present applicable law, the Company will
vote the shares of the underlying Mutual Funds held in the Variable Account at
regular and special meetings of the shareholders of the underlying Mutual Funds.
These shares will be voted in accordance with instruction received from Contract
Owners who have an interest in the Variable Account. If the Investment Company
Act of 1940 or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as result the Company determines that
it is permitted to vote the shares of the underlying Mutual Funds in its own
right, it may elect to do so.

       The number of shares held in the Variable Account which are attributable
to each Contract Owner is determined by dividing the Contract Owner's interest
in the Variable Account by the net asset value of the applicable shares of the
underlying Mutual Funds. The number of shares which a Contract Owner has the
right to vote will be determined as of a date chosen by the Company not more
than 90 days prior to the meeting of the underlying Mutual Fund and voting
instructions will be solicited by written communication at least 21 days prior
to such meeting.

       Underlying Mutual Fund shares held in the Variable Account as to which no
timely instructions are received will be voted by the Company in the same
proportion as the voting instructions which are received with respect to all
Contracts participating in the Variable Account.

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

       In those cases in which the Annuitant has been authorized to exercise
ownership rights, the Company will accept voting instructions from the Annuitant
and provide all necessary information to the Annuitant as if he or she were the
Contract Owner.

        VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS

MORTALITY RISK CHARGE
       The Company assumes a "mortality risk" by virtue of annuity rates
incorporated into the Contract which cannot be changed regardless of the death
rates of persons receiving annuity payments or of the general population.
       For assuming this mortality risk, the Company deducts a Mortality Risk
Charge from the Variable Account. This amount is computed on a daily basis, and
is equal on an annual rate of 0.80% of the daily net asset value of the Variable
Account. The Company expects to generate a profit through assessing this charge.

EXPENSE RISK CHARGE
       The Company will not increase charges for administration of the Contracts
regardless of its actual expenses. For assuming this expense risk, the Company
assesses an Expense Risk Charge from the Variable Account. This amount is
computed on a daily basis, and is equal on an annual rate of 0.45% (0.50% for
Contracts issued prior to January 1, 1993) of the daily net asset value of the
Variable Account. The Company expects to generate a profit through assessing
this charge.

CONTINGENT DEFERRED SALES CHARGE
       No deduction for a sales charge is made from the Purchase Payments for
these Contracts. However, if any part of the Contract Value of such Contracts is
surrendered, the Company will, with certain exceptions (see "Elimination of
Contingent Deferred Sales Charge" section), deduct a Contingent Deferred Sales
Charge not to exceed 7% of the lesser of the total of all Purchase Payments made
within 84 months prior to the date of the request to surrender, or the amount
surrendered. The Contingent Deferred Sales Charge, when it is applicable, will
be used to cover expenses relating to the sale of the Contracts, including
commissions paid to sales personnel, the costs of preparation of sales
literature and other promotional activity. The Company attempts to recover its
distribution costs relating to the sale of the Contracts from the Contingent
Deferred Sales Charge. Any shortfall will be made up from the General Account of
the Company, which may indirectly include portions of the Mortality and Expense
Risk Charges since the Company expects to generate a profit through these
charges. Gross Distribution Allowances which may be paid on the sale of these
Contracts are not more than 5.25% of the Purchase Payments.

       If part or all of the Contract Value is surrendered, a Contingent
Deferred Sales Charge will be deducted by the Company. For purposes of the
Contingent Deferred Sales Charge, surrenders under a Contract come first from
the Purchase Payments which have been on deposit under the Contract for the
longest time period. (For tax purposes, a surrender is usually treated as a
withdrawal of earnings first.)

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                                    25 of 109
<PAGE>   26
                FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993

       For Contracts issued on or after January 1, 1993, the Contingent Deferred
Sales Charge will apply in the amounts set forth below. In no event will any
Contingent Deferred Sales Charge be made against any values which have been held
under the Contract for at least 84 months, or to commencement of an annuity
payout under Contracts which have been in effect for at least two years or upon
the death of the Annuitant.

<TABLE>
<CAPTION>
NUMBER OF COMPLETED    Contingent Deferred     Number of Completed    Contingent Deferred
Years from Date of         Sales Charge         Years from Date of        Sales Charge
 Purchase Payment           Percentage           Purchase Payment          Percentage
<S>                            <C>                     <C>                    <C>
         0                      7%                      4                      3%
         1                      6%                      5                      2%
         2                      5%                      6                      1%
         3                      4%                      7                      0%
</TABLE>

       Starting with the second year after a Purchase Payment has been made
under the Contract, 10% of that Purchase Payment may be withdrawn each year
without imposition of the Contingent Deferred Sales Charge. This free withdrawal
privilege is non-cumulative and will not exceed 10% of the Purchase Payment in
any year. The Contingent Deferred Sales Charge is waived for the first-year for
those Distributions required for the Contract to meet minimum distribution rules
under the Code. No sales charges are deducted on redemption proceeds that are
transferred to the Fixed Account option of this annuity. The Contract Owner may
be subject to a tax penalty if the Contract Owner takes withdrawals prior to age
59-1/2.

                   FOR CONTRACTS ISSUED BEFORE JANUARY 1, 1993

       For Contracts issued before January 1, 1993 a Contingent Deferred Sales
Charge will be deducted by the Company equal to 5% of the lesser of the total of
all Purchase Payments made within 96 months prior to the date of the request for
surrender, or the amount surrendered. In no event will any Contingent Deferred
Sales Charge be made against any values which have been held under the Contract
for at least 96 months. Certain partial surrenders of Contract Values may be
requested for which no Contingent Deferred Sales Charge will be assessed, set
forth as follows:

(a)    For all Purchase Payments made after January 30, 1981, the Contract Owner
       (or Annuitant, if applicable) may, after the first year from the date of
       each such Purchase Payment, withdraw without a Contingent Deferred Sales
       Charge, up to 5% of that Purchase Payment for each year that the Purchase
       Payment has remained on deposit (less the amount of such Purchase Payment
       previously surrendered free of charge).

(b)    For Contracts issued prior to August 4, 1981, starting with the third
       Contract year, the Company will waive the Contingent Deferred Sales
       Charge on surrendered amounts equal on a cumulative basis to 10% of
       Purchase Payments made under the Contract within 96 months immediately
       prior to the Valuation Period during which the request for surrender is
       received by the Company. Once surrenders equal to 10% of cumulative
       Purchase Payments made within such 96-month period have been made, the
       Contingent Deferred Sales Charge will apply to all amounts surrendered in
       excess thereof.

       For Contracts issued prior to August 4, 1981, the amount which may be
surrendered at any time without charge is the greater of the amounts determined
under (a) and (b) above. No sales charges are deducted on redemption proceeds
that are transferred to the Fixed Account option of this annuity.

ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE

       The Company will waive the Contingent Deferred Sales Charge when:

       A.     the Annuitant dies; or

       B.     the Contract is annuitized after the second Contract Year.

       For Contracts issued prior to December 25, 1982, the Contingent Deferred
Sales Charges will be eliminated on amounts derived from redemption of
underlying Mutual Fund shares of Nationwide Investing Foundation's Nationwide
Fund, Nationwide Growth Fund, Nationwide Bond Fund or Nationwide Money Market
Fund, where such proceeds are applied to the purchase of Contracts described in
this prospectus within 60 days after the issuance of such proceeds.

       When a Contract described in this prospectus is exchanged for another
Contract issued by the Company or any of its affiliate insurance companies, of
the type and class which the Company determined is eligible for such exchange,
the Company will waive the Contingent Deferred Sales Charge on the first
Contract.


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                                    26 of 109
<PAGE>   27
       In no event will elimination of Contingent Deferred Sales Charges be
permitted where such elimination will be unfairly discriminatory to any person,
or where it is prohibited by law.

CONTRACT MAINTENANCE AND ADMINISTRATION CHARGE

       Each year on the Contract Anniversary, the Company deducts an annual
Contract Maintenance Charge of $30 from the Contract Value to reimburse it for
administrative expenses relating to the issuance and maintenance of the
Contract. The Contract Maintenance Charge will be allocated between the Fixed
Account and Variable Account in the same percentages as the Purchase Payment
investment allocations are to the Fixed Account and Variable Account. The
Company also assesses an Administration Charge equal on an annual basis to 0.05%
of the daily net asset value of the Variable Account, for Contracts issued on or
after January 1, 1993. The deduction of the Administration Charge is made from
each Sub-Account in the same proportion that the Contract Value in each
Sub-Account bears to the total Contract Value in the Variable Account. These
charges are designed only to reimburse the Company for administrative expenses,
the Company does not expect to recover from these charges any amount in excess
of accumulated expenses. In any Contract Year when a Contract is surrendered for
its full value on other than the Contract Anniversary, the Contract Maintenance
Charge will be deducted at the time of such surrender. The amount of the
Contract Maintenance Charge may not be increased by the Company. In no event
will reduction or elimination of the Contract Maintenance Charge be permitted
where such reduction or elimination will be unfairly discriminatory to any
person, or where it is prohibited by state law.

PREMIUM TAXES

       The Company will charge against the Contract Value the amount of any
premium taxes levied by a state or any other governmental entity upon Purchase
Payments received by the Company. Premium taxes currently imposed by certain
jurisdictions range from 0% to 3.5%. This range is subject to change. The method
used to recoup premium tax expense will be determined by the Company at its sole
discretion and in compliance with applicable state law. The Company currently
deducts such charges from a Contract Owner's Contract Value either: (1) at the
time the Contract is surrendered, (2) at Annuitization, or (3) in those states
which require, at the time Purchase Payments are made to the Contract.

EXPENSES OF VARIABLE ACCOUNT

       The Variable Account is responsible for the following types of expenses:
(1) administrative expenses relating to the issuance and maintenance of the
Contract; (2) mortality risk charge associated with guaranteeing the annuity
purchase rates at issue for the life of the Contracts; and (3) expense risk
charge associated with guaranteeing that the Mortality Risk, Expense Risk,
Contract Maintenance and Administration Charges described in this prospectus
will not be changed regardless of actual expenses. If these charges are
insufficient to cover these expenses, the loss will be borne by the Company.

       For 1995, the Variable Account incurred total expenses equal to 1.42% of
its average net assets relating to the administrative, sales, mortality and
expense risk charges described above for all Contracts outstanding during that
year. Deductions from and expenses paid out of the assets of the underlying
Mutual Funds are described in each underlying Mutual Fund's prospectus.

INVESTMENTS OF THE VARIABLE ACCOUNT

       At the time of purchase, Purchase Payments are allocated among one or
more of the Sub-Accounts which consist of shares in the underlying Mutual Funds.
Shares of the respective underlying Mutual Fund option(s) are purchased at net
asset value for the respective Sub-Account(s) and converted into Accumulation
Units. The Contract Owner (or Annuitant, if so authorized) designates the
underlying Mutual Fund(s) to which he or she desires to have Purchase Payments
allocated. The election as to allocation of Purchase Payments or as to transfers
of the Contract Value from one Sub-Account to another may be changed pursuant to
such terms and conditions applicable to such transactions as may be imposed by
each of the underlying Mutual Fund options, in addition to those set forth in
the Contracts.

RIGHT TO REVOKE

       The Contract Owner (or Annuitant, if so authorized) may revoke the
Contract at any time between the date of application and the date 10 days after
receipt of the Contract and receive a refund of the Contract Value unless
otherwise required by state and/or federal law. In order to revoke the Contract
it must be mailed or delivered to the Home Office of the Company at the mailing
address shown on page 1 of this prospectus. Mailing or delivery must occur on or
before 10 days after receipt of the Contract for revocation to be effective. In
order to revoke the Contract, if it has not been received, written notice must
be mailed or delivered to the Home Office of the Company at the mailing address
shown on page 1 of this prospectus.


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                                    27 of 109
<PAGE>   28
       The liability of the Variable Account under this provision is limited to
the Contract Value in each Sub-Account on the date of revocation. Any additional
amounts refunded to the Contract Owner will be paid by the Company.

TRANSFERS

       A transfer of up to 100% of the Contract Value from the Variable Account
to the Fixed Account may be requested without penalty or adjustment. All amounts
transferred to the Fixed Account must remain on deposit in the Fixed Account
until the expiration of the Interest Rate Guarantee Period. Transfers from the
Fixed Account may not be made prior to the end of the then current Interest Rate
Guarantee Period. The Interest Rate Guarantee Period for any amount allocated to
the Fixed Account expires on the final day of a calendar quarter during which
the one year anniversary of the allocation to the Fixed Account occurs.
Transfers must also be made prior to the Annuitization Date. For all transfers
involving the Variable Account, the Contract Owner's value in each Sub-Account
will be determined as of the date the transfer request is received in the Home
Office in good order. The Company reserves the right to restrict transfers from
the Variable Account to the Fixed Account to 25% of the Contract Value for any
12 month period.

       At the maturity of an Interest Rate Guarantee Period, a portion of the
value of the Fixed Account may be transferred to the Variable Account. The
amount that may be transferred from the Fixed Account to the Variable Account
will be determined by the Company, at its sole discretion, but will not be less
than 10% of the total value of the portion of the Fixed Account that is
maturing. The amount that may be transferred from the Fixed Account will be
declared upon the expiration date of the then current Interest Rate Guarantee
Period. The specific percentage will be declared upon the expiration date of the
guaranteed period. Transfers from the Fixed Account must be made within 45 days
after the expiration date of the guarantee period. If a Dollar Cost Averaging
agreement with the Company (see "Dollar Cost Averaging") has been established,
transfers from the Fixed Account to the Variable Account will be determined
under the terms of that agreement.

       Transfers may be made either in writing or, in states allowing such
transfers, by telephone. This telephone exchange privilege is made available
automatically without the need of any affirmative election. The Company will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include any or all of the following,
or such other procedures as the Company may, from time to time, deem reasonable:
requesting identifying information, such as name, contract number, Social
Security Number, and/or personal identification number; tape recording all
telephone transactions, and providing written confirmation thereof to the person
authorized to make exchanges and any agent of record, at the last address of
record. The Company will not be liable for following instructions communicated
by telephone which it reasonably believes to be genuine. Losses incurred
pursuant to actions taken by the Company in reliance on telephone instructions
reasonably believed to be genuine shall not be borne by the Company. The Company
may withdraw the telephone exchange privilege upon 30 days' written notice to
Contract Owners.

ASSIGNMENT

       Where permitted, the Contract Owner may assign some or all of the rights
under the Contract at any time during the lifetime of the Annuitant. Such
assignment will take effect upon receipt by the Company of a written notice
thereof executed by the Contract Owner. The Company assumes no responsibility
for the validity or sufficiency of any assignment. The Company shall not be
liable as to any payment or other settlement made by the Company before receipt
of the assignment. Where necessary for proper administration of the terms of the
Contract, an assignment will not be recorded until the Company has received
sufficient direction from the Owner and assignee as to the proper allocation of
contract rights under the assignment. Qualified Contracts may not be assigned,
pledged or otherwise transferred except under such conditions as may be allowed
by applicable law.

         If this Contract is a Non-Qualified Contract, any portion of Contract
Value attributable to Purchase Payments made after August 13, 1982, which is
pledged or assigned after August 13, 1982, shall be treated as a Distribution
and shall be included in gross income to the extent that the cash value exceeds
the investment in the Contract, for the taxable year in which assigned or
pledged. In addition, any Contract Value assigned would, under certain
conditions, be subject to a tax penalty equal to 10% of the amount which is
included in gross income. Individual Retirement Annuities and Individual
Retirement Accounts are not eligible for assignment. Thus, any Contract
described in this prospectus and issued after January 1, 1993 is non-assignable.
Assignments of the entire Contract Value may cause amounts to be included in
gross income each year that the assignment is in effect.

LOAN PRIVILEGE

       Loans are available only for Contracts issued on or after December 25,
1982 and before January 1, 1993.

       Prior to the Annuitization Date, the Owner of a Qualified Contract may
receive a loan from their Contract Value, subject to the terms of the Contract,
the Plan, and the Code, which imposes restrictions on loans. Individual
Retirement

                                       23


                                    28 of 109
<PAGE>   29
Annuities, Individual Retirement Accounts and SEP-IRA accounts and Non-Qualified
Contracts are not eligible for loans.

       Loans from Qualified Contracts are available beginning 30 days after the
Date of Issue. The Contract Owner may borrow a minimum of $1,000. In non-ERISA
plans, for Contract Values up to $20,000, the maximum loan balance which may be
outstanding at any time is 80% of the Contract Value, but not more than $10,000.
If the Contract Value is $20,000 or more, the maximum loan balance which may be
outstanding at any time is 50% of the Contract Value, but not more than $50,000.
For ERISA plans, the maximum loan balance which may be outstanding at any time
is 50% of the Contract Value, but not more than $50,000. The $50,000 limit will
be reduced by the highest loan balances owed during the prior one-year period.
Additional loans are subject to the contract minimum amount. The aggregate of
all loans may not exceed the Contract Value limitations stated above.

       All loans are made from a collateral fixed account. An amount equal to
the principal amount of the loan will be transferred to the collateral fixed
account. Unless instructed to the contrary by the Contract Owner, the Company
will first transfer to the Fixed Account the Variable Account units from the
Contract Owner's investment options in proportion to the assets in each option
until the required balance is reached or all such variable units are exhausted.
The remaining required collateral will next be transferred from the Fixed
Account. No withdrawal charges are deducted at the time of the loan, or on the
transfer from the Variable Account to the Fixed Account.

         Until the loan has been repaid in full, that portion of the collateral
fixed account equal to the outstanding loan balance shall be credited with
interest at a rate 2.25% less than the loan interest rate fixed by the Company
for the term of the loan. However, the interest rate credited to the collateral
fixed account will never be less than (3.0%). Specific loan terms are disclosed
at the time of loan application or loan issuance.

       Loans must be repaid in substantially level payments, not less frequently
than quarterly, within five years. Loans used to purchase the principal
residence of the Contract Owner must be repaid within 15 years. During the loan
term, the outstanding balance of the loan will continue to earn interest at an
annual rate as specified in the loan agreement. Loan repayments will consist of
principal and interest in amounts set forth in the loan agreement. Loan
repayments will be allocated between the Fixed and Variable Accounts in the same
proportion as when the loan was made.

       If the Contract is surrendered while the loan is outstanding, the
surrender value will be reduced by the amount of the loan outstanding plus
accrued interest. If the Contract Owner/Annuitant dies while the loan is
outstanding, the Death Benefit will be reduced by the amount of the loan
outstanding plus accrued interest. If annuity payments start while the loan is
outstanding, the Contract Value will be reduced by the amount of the outstanding
loan plus accrued interest. Until the loan is repaid, the Company reserves the
right to restrict any transfer of the Contract which would otherwise qualify as
a transfer as permitted in Section 1035 of the Code.

         If a loan payment is not made when due, interest will continue to
accrue. A grace period may be available under the terms of the loan agreement.
If a loan payment is not made when due, or by the end of the applicable grace
period, then that payment, which may be a single periodic payment or payment of
the entire loan, will be treated as a deemed Distribution, as permitted by law,
may be taxable to the borrower, and may be subject to an early withdrawal tax
penalty. Interest which subsequently accrues on defaulted amounts may also be
treated as additional deemed Distributions each year. Any defaulted amounts,
plus accrued interest , will be deducted from the Contract when the Participant
becomes eligible for a distribution of at least that amount, and this amount may
again be treated as a Distribution where required by law. Additional loans may
not be available while a previous loan remains in default.

         Loans may also be subject to additional limitations or restrictions
under the terms of the employer's plan. Loans permitted under this Contract may
still be taxable in whole or part if the Participant has additional loans from
other plans or contracts. The Company will calculate the maximum nontaxable loan
based on the information provided by the Participant or the employer.

       Loan repayments must be identified as such or else they will be treated
as Purchase Payments, and will not be used to reduce the outstanding loan
principal or interest due. The Company reserves the right to modify the term or
procedures of the loan in the event of a change in the laws or regulations
relating to the treatment of loans. The Company also reserves the right to
assess a loan processing fee.

BENEFICIARY PROVISIONS

       Subject to the terms of any existing assignment, the Contract Owner (or
Annuitant, if so authorized) may change the Beneficiary from time to time during
the lifetime of the Annuitant, by written notice to the Company. The change
will, upon receipt by the Company at its Home Office, take effect as of the time
the written notice was signed, whether or not the Annuitant is living at the
time of recording, but without further liability as to any payment or settlement
made by the Company before receipt of such change.


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                                    29 of 109
<PAGE>   30

       Unless otherwise provided in the Contract or in an effective change of
Beneficiary designation, all rights and interests of any Beneficiary
predeceasing the Annuitant shall vest in the Contingent Beneficiary if
designated. If a Contingent Beneficiary is not designated or predeceases the
Beneficiary, all rights and interests of the Beneficiary will vest in the
Contract Owner or the Contract Owner's estate.

       The Beneficiary will be the designated person or persons who survive the
Annuitant, and if more than one survive, they will share equally unless
otherwise specified in the Beneficiary designation. In the event that the
Beneficiary dies before the Annuitant, the Contingent Beneficiary will become
the Beneficiary.

OWNERSHIP PROVISIONS

       Unless otherwise provided, the Contract Owner has all rights under the
Contract. Ownership rights may be exercised by the Annuitant if the Contract
Owner has authorized the Annuitant to exercise such rights. IF THE PURCHASER
NAMES SOMEONE OTHER THAN HIMSELF OR HERSELF AS OWNER, THE PURCHASER WILL HAVE NO
RIGHTS UNDER THE CONTRACT. If the Annuitant does not survive the Contract Owner
or if the Annuitant and the Owner are the same person, Contract ownership will
be determined in accordance with the "Death Of Annuitant Prior To The
Annuitization Date" provision. After the Annuitization Date ownership will be
determined based on the Annuity Payment Option selected. Ownership rights under
this Contract may be restricted under the provisions of the retirement or
deferred compensation plan under which this Contract may be issued.

       For Contracts issued prior to December 25, 1982, the Contract Owner may
name a new Contract Owner at any time, but such change may be subject to state
and federal gift taxes and may be treated as an assignment for federal income
tax purposes. Such an assignment would result in a deemed Distribution of the
value of the Contract. Any new choice of Contract Owner will automatically
revoke any prior choice of Contract Owner. Any request for change must be: (1)
made in writing; and (2) received by the Company at its Home Office. A request
for change of Contract Owner must be a "proper written application" and may
include a signature guarantee as specified in the "Surrender" section. The
change will become effective as of the date the written request is signed. A new
choice of Contract Owner will not apply to any payment made or action taken by
the Company prior to the time it was received.

SUBSTITUTION OF SECURITIES

       If the shares of the underlying Mutual Fund options described in this
prospectus should no longer be available for investment by the Variable Account
or if, in the judgment of the Company's management, further investment in such
underlying Mutual Fund shares should become inappropriate, the Company may
substitute shares of another underlying Mutual Fund for shares already purchased
or to be purchased in the future by Purchase Payments under the Contract. No
substitution of securities in the Variable Account may take place without prior
approval of the Securities and Exchange Commission, and under such requirements
as it may impose.

INQUIRIES

       Inquiries may be directed to Nationwide Life Insurance Company by writing
P.O. Box 16609, Columbus, Ohio 43216-6609, or calling 1-800-848-6331, TDD
1-800-238-3035.

ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT

       At the Annuitization Date the Variable Account Contract Value is applied
to the Annuity Payment Option elected and the amount of the first such payment
shall be determined in accordance with the Annuity Table in the Contract.

       Subsequent Variable Annuity payments vary in amount in accordance with
the investment performance of the Variable Account. The dollar amount of the
first annuity payment determined as above is divided by the value of an Annuity
Unit as of the Annuitization Date to establish the number of Annuity Units
representing each monthly annuity payment. This number of Annuity Units remains
fixed during the annuity payment period. The dollar amount of the second and
subsequent payments is not predetermined and may change from month to month. The
dollar amount of each subsequent payment is determined by multiplying the fixed
number of Annuity Units by the Annuity Unit Value for the Valuation Period in
which the payment is due. The Company guarantees that the dollar amount of each
payment after the first will not be affected by variations in mortality
experience from mortality assumptions used to determine the first payment.

VALUE OF AN ANNUITY UNIT

       The value of an Annuity Unit was arbitrarily set initially at $10 when
the first underlying Mutual Fund shares were purchased. The value of an Annuity
Unit for a Sub-Account for any subsequent Valuation Period is determined by
multiplying the Annuity Unit Value for the immediately preceding Valuation
Period by the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated, and multiplying the result by an
interest factor to

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                                    30 of 109
<PAGE>   31
neutralize the assumed investment rate of 3.5% per annum built into the Annuity
Tables contained in the Contracts (see "Net Investment Factor").

ASSUMED INVESTMENT RATE

       A 3.5% Assumed Investment Rate is built into the Annuity Tables contained
in the Contracts. A higher assumption would mean a higher initial payment but
more slowly rising or more rapidly falling subsequent payments. A lower
assumption would have the opposite effect. If the actual investment rate is at
the annual rate of 3.5%, the annuity payments will be level.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

       Annuity payments will be paid as monthly installments. However, if the
net amount available to apply under any Annuity Payment Option is less than
$500, the Company shall have the right to pay such amount in one lump sum in
lieu of the payments otherwise provided for. In addition, if the payments
provided for would be or become less than $20, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least $20. In no event will the Company make payments under an annuity
option less frequently than annually.

ANNUITY COMMENCEMENT DATE

       The Contract Owner (or Annuitant, if so authorized) selects an Annuity
Commencement Date at the time of application. Such date must be the first day of
a calendar month and must be at least 2 years after the Date of Issue. In the
event the Contract is issued subject to the terms of a Qualified Plan,
Annuitization may occur during the first 2 years subject to approval by the
Company.

CHANGE IN ANNUITY COMMENCEMENT DATE

       The Contract Owner (or Annuitant, if so authorized) may, upon prior
written notice to the Company, change the Annuity Commencement Date. The date to
which such a change may be made shall be the first day of a calendar month.

       If requested in writing, and the Company approves the request, the
Annuity Commencement Date may be deferred. The amount of the Death Benefit will
be limited to the Contract Value if the Annuity Commencement Date is postponed
beyond the first day of the calendar month after the Annuitant's 75th birthday.

CHANGE IN FORM OF ANNUITY

       The Contract Owner (or Annuitant, if so authorized) may, upon prior
written notice to the Company, at any time prior to the Annuitization Date,
elect one of the Annuity Payment Options.

ANNUITY PAYMENT OPTION

       Any of the following Annuity Payment Option may be elected:

       Option 1-Life Annuity-An annuity payable monthly during the lifetime of
       the Annuitant, ceasing with the last payment due prior to the death of
       the Annuitant. IT WOULD BE POSSIBLE UNDER THIS OPTION FOR THE ANNUITANT
       TO RECEIVE ONLY ONE ANNUITY PAYMENT IF HE OR SHE DIED BEFORE THE SECOND
       ANNUITY PAYMENT DATE, TWO ANNUITY PAYMENTS IF HE OR SHE DIED BEFORE THE
       THIRD ANNUITY PAYMENT DATE, AND SO ON.

       Option 2-Joint and Last Survivor Annuity-An annuity payable monthly
       during the joint lifetimes of the Annuitant and designated second person
       and continuing thereafter during the lifetime of the survivor. AS IS THE
       CASE UNDER OPTION 1 ABOVE, THERE IS NO MINIMUM NUMBER OF PAYMENTS
       GUARANTEED UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST
       SURVIVING ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

       Option 3-Life Annuity With 120 or 240 Monthly Payments Guaranteed-An
       annuity payable monthly during the lifetime of the Annuitant with the
       guarantee that if at the death of the Annuitant payments have been made
       for fewer than 120 or 240 months, as selected, payments will be made as
       follows:

       (1)    If an Annuitant is payee, any guaranteed annuity payments will be
              continued during the remainder of the selected period to the
              Beneficiary or the Beneficiary may, at any time, elect to have the
              present value of the guaranteed number of annuity payments
              remaining paid in a lump sum as specified in section ( 2)
              below.

       (2)    If a Beneficiary is payee, the present value, computed as of the
              date on which notice of death is received by the Company at its
              Home Office, of the guaranteed number of annuity payments
              remaining after receipt of such notice and to which the deceased
              would have been entitled had he or she not died,

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<PAGE>   32
              computed at the Assumed Investment Rate effective in determining 
              the Annuity Tables, shall be paid in a lump sum.

       Some of the stated Annuity Options may not be available in all states.
The Owner (or Annuitant, if so authorized) may request an alternative
non-guaranteed option by giving notice in writing prior to Annuitization. If
such a request is approved by the Company, it will be permitted under the
Contract.

       If the Owner, (or Annuitant, if so authorized) of a Non-Qualified
Contract fails to elect an Annuity Payment Option Form, the Contract Value will
continue to accumulate. Qualified Plan Contracts or Individual Retirement
Annuities are subject to the minimum Distribution requirements set forth in the
Plan, Contract, or the Code.

DEATH OF DESIGNATED ANNUITANT PRIOR TO THE ANNUITIZATION DATE (FOR CONTRACTS
ISSUED PRIOR TO DECEMBER 25, 1982)

       The Death Benefit is payable to the Beneficiary unless, the Owner has
named a Contingent Designated Annuitant. In such case, the Death Benefit is
payable to the Beneficiary upon the death of the last survivor of the Annuitant
and Contingent Designated Annuitant. The value of the Death Benefit will be
determined as of the Valuation Date coincident with or next following the date
the Company receives (1) due proof of death and (2) an election for either a
single sum payment or an Annuity Payment Option.

       If a single sum settlement is requested, payment will be made in
accordance with any applicable laws and regulations governing the payment of
Death Benefits. If an Annuity Payment Option is desired, election may be made by
the Beneficiary during the 90-day period commencing with the date written notice
is received by the Company. If no election has been made by the end of such
90-day period, the Death Benefit will be paid to the Beneficiary in a single
sum. The amount of the Death Benefit will be the greater of (i) the sum of all
Purchase Payments, less any amounts surrendered, or (ii) the Contract Value.

       If the Contract Owner has (1) requested an Annuity Commencement Date
later than the first day of the calendar month after the Annuitant's 75th
birthday; (2) the Company has approved the request; and (3) the Annuitant dies
after his or her 75th birthday; the dollar amount of the Death Benefit will be
equal to the Contract Value.

DEATH BENEFIT AFTER THE ANNUITIZATION DATE

       If the Annuitant dies after the Annuitization Date, any benefit that may
be payable shall be as specified in the Annuity Payment Option elected.

REQUIRED DISTRIBUTIONS FOR QUALIFIED PLANS

       The entire interest of an Annuitant under a Qualified Contract will be
distributed in a manner consistent with the Minimum Distribution and Incidental
Benefit (MDIB) provisions of Section 401(a)(9) of the Code and regulations
thereunder, as applicable, and will be paid, notwithstanding anything else
contained herein, to the Owner/Annuitant under the Annuity Payments Options
selected, over a period not exceeding:

         A.       the life of the Owner/Annuitant or the lives of the
                  Owner/Annuitant and the Owner/Annuitant's designated
                  Beneficiary; or

         B.       a period not extending beyond the life expectancy of the
                  Owner/Annuitant or the life expectancy of the Owner/Annuitant
                  and the Owner/Annuitant's designated Beneficiary.

       If the Owner/Annuitant's entire interest is to be distributed in equal or
substantially equal payments over a period described in A or B, such payments
will commence not later than the first day of April following the calendar year
in which the Owner/Annuitant attains age 70-1/2 (the Required Beginning Date).
In the case of a governmental plan (as defined in Code Section 414(d)) or church
plan (as defined in Code Section 401(a)(9)(C)), the Required Beginning Date will
be the later of the dates determined under the preceding sentence or April 1 of
the calendar year following the calendar year in which the Annuitant retires.

       If the Owner/Annuitant dies prior to the commencement of his or her
Distribution, the interest in the Qualified Contract must be distributed by
December 31 of the calendar year during which the fifth anniversary of his or
her death occurs unless:

       In the case of a Qualified Contract, the Owner/Annuitant names a
Beneficiary other than his or her surviving spouse and such Beneficiary elects
to receive a Distribution of the account in nearly equal payments over his or
her life (or a period not exceeding his or her life expectancy) commencing not
later than December 31 of the year following the year in which the
Owner/Annuitant dies.

       If the Owner/Annuitant dies after Distribution has commenced,
Distribution must continue at least as rapidly as under the schedule being used
prior to his or her death.


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<PAGE>   33

       Payments commencing on the Required Beginning Date will not be less than
the lesser of the quotient obtained by dividing the entire interest of the
Owner/Annuitant by the life expectancy of the Owner/Annuitant, or the joint and
last survivor expectancy of the Owner/Annuitant and the Owner/Annuitant's
designated Beneficiary (whichever is applicable under the applicable Minimum
Distribution or MDIB provisions). Life expectancy and joint and last survivor
expectancy are computed by the use of return multiples contained in Section 
1.72-9 of the Treasury Regulations.

REQUIRED DISTRIBUTIONS FOR INDIVIDUAL RETIREMENT ANNUITIES AND INDIVIDUAL
RETIREMENT ACCOUNTS

       Distributions from an Individual Retirement Annuity or Individual
Retirement Account must begin not later than April 1 of the calendar year
following the calendar year in which the Annuitant or Account Holder attains age
70-1/2. Distribution may be accepted in a lump sum or in nearly equal payments
over: (a) the Owner/Annuitant's life or the lives of the Owner/Annuitant and his
or her spouse or Designated Beneficiary, or (b) a period not extending beyond
your life expectancy or the life expectancy of the Owner/Annuitant and his or
her spouse or designated Beneficiary.

       If the Owner/Annuitant dies prior to the commencement of Distributions,
the interest in the Qualified Contract must be distributed by December 31 of the
calendar year during which the fifth anniversary of your death occurs unless:

(a)      The Owner/Annuitant has named his or her surviving spouse as the
         Beneficiary and such spouse elects to:

         (i)      treat the annuity as an Individual Retirement Annuity
                  established for his or her benefit; or

         (ii)     receive Distribution of the account in nearly equal payments
                  over his or her life (or a period not exceeding his or her
                  life expectancy) and commencing not later than December 31 of
                  the year in which you would have attained age 70-1/2; or

(b)    The Owner/Annuitant has named a Beneficiary other than his or her
       surviving spouse and such Beneficiary elects to receive a Distribution of
       the account in nearly equal payments over his or her life (or a period
       not exceeding his or her life expectancy) commencing not later than
       December 31 of the year following the year in which the Owner/Annuitant
       dies.

       If the Owner/Annuitant dies after Distribution has commenced,
Distribution must continue at least as rapidly as under the schedule being used
prior to your death, except to the extent that a surviving spouse Beneficiary
may elect to treat the Contract as his or her own, in the same manner as is
described in section (a)(i) above.

       If the amounts Distributed to you do not satisfy the Distribution rules
mentioned above, a penalty tax of 50% is levied on the amount that should have
been distributed for that year.

       A pro-rata portion of all Distributions will be included in the gross
income of the person receiving the Distribution and taxed at ordinary income tax
rates. The portion of the Distribution which is taxable is based on the ratio
between the amount by which non-deductible contributions exceed prior
non-taxable Distributions and total account balances at the time of the
Distribution. The Owner/Annuitant must annually report to the Internal Revenue
Service the amount of non-deductible contributions, the amount of any
Distribution, the amount by which non-deductible contributions for all years
exceed non-taxable Distributions for all years, and the total balance of all
Individual Retirement Annuities and Individual Retirement Accounts.

       Individual Retirement Annuity and Individual Retirement Account
Distributions will not receive the benefit of the tax treatment of a lump sum
Distribution from a Qualified Plan. If the Owner/Annuitant dies prior to the
time Distribution of his or her interest in the annuity is completed, the
balance will also be included in his or her gross estate.

GENERATION-SKIPPING TRANSFERS

       The Company may be required to determine whether the Death Benefit or any
other payment constitutes a direct skip as defined in Section 2612 of the Code,
and the amount of the tax on the generation-skipping transfer resulting from
such direct skip. If applicable, such payment will be reduced by any tax the
Company is required to pay by Section 2603 of the Code.

       A direct skip may occur when property is transferred to or a Death
Benefit is paid to an individual two or more generations younger than the
Contract Owner.


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                                    33 of 109
<PAGE>   34
                               GENERAL INFORMATION

CONTRACT OWNER SERVICES

       ASSET REBALANCING-The Contract Owner (or Annuitant, if so authorized) may
direct the automatic reallocation of contract values to the underlying Mutual
Fund options on a predetermined percentage basis every three months. If the last
day of the three month period falls on a Saturday, Sunday, recognized holiday,
or any other day when the New York Stock Exchange is closed, the Asset
Rebalancing exchange will occur on the last business day before that day. Asset
Rebalancing will not affect future allocations of Purchase Payments. An Asset
Rebalancing request must be in writing on a form provided by the Company.

       Contracts issued to a Qualified Plan as defined by the Code may have
superseding plan restrictions with regard to the frequency of Fund exchanges and
underlying Mutual Fund options. The Contract Owner may want to contact a
financial adviser in order to discuss the use of Asset Rebalancing in his or her
contract.

       The Company reserves the right to discontinue offering Asset Rebalancing
upon 30 days' written notice; such discontinuation will not affect Asset
Rebalancing programs which have already commenced. The Company also reserves the
right to assess a processing fee for this service.

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

       The Company reserves the right to discontinue offering Dollar Cost
Averaging upon 30 days' written notice; such discontinuation will not affect
Dollar Cost Averaging programs already commenced. The Company also reserves the
right to assess a processing fee for this service.

       SYSTEMATIC WITHDRAWALS-A Contract Owner (or Annuitant, if so authorized)
may elect in writing on a form provided by the Company to take Systematic
Withdrawals by surrendering a specified dollar amount (of at least $100) on a
monthly, quarterly, semi-annual, or annual basis. The Company will process the
withdrawals as directed by surrendering on a pro-rata basis Accumulation Units
from all Sub-Accounts and the Fixed Account. A Contingent Deferred Sales Charge
may also apply to Systematic Withdrawals in accordance with the considerations
set forth in the "Contingent Deferred Sales Charge" section. Each Systematic
Withdrawal is subject to federal income taxes on the taxable portion. In
addition, a 10% federal penalty tax may be assessed on Systematic Withdrawals if
the recipient is under age 59-1/2. If directed by the Contract Owner, the
Company will withhold federal income taxes from each Systematic Withdrawal. The
Contract Owner (or Annuitant, if so authorized) may discontinue Systematic
Withdrawals at any time by notifying the Company in writing.

       The Company reserves the right to discontinue offering Systematic
Withdrawals upon 30 days' written notice; such discontinuation will not affect
any Systematic Withdrawal programs already commenced. The Company also reserves
the right to assess a processing fee for this service.

STATEMENTS AND REPORTS

       The Company will mail to the Contract Owner (or Annuitant if so
authorized to receive statements), at the last known address of record, any
statements and reports required by applicable law or regulation. The Company
should, therefore, be given prompt notice of any address change. The Company
will send a confirmation statement each time a transaction is made affecting the
Variable Account Contract Value, such as making additional Purchase Payments,
transfers, exchanges or withdrawals. Quarterly statements are also mailed
detailing the Contract activity during the calendar quarter. Instead of
receiving an immediate confirmation of transactions made pursuant to some types
of periodic payment plan (such as a dollar cost averaging program) or salary
reduction arrangement, the Contract Owner (or Annuitant) may receive
confirmation of such transactions in their quarterly statements. The Contract
Owner should


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                                    34 of 109
<PAGE>   35
review the information in these statements carefully. All errors or corrections
must be reported to the Company immediately to assure proper crediting to the
Contract. The Company will assume all transactions are accurately reported on
quarterly statements or confirmation statements unless the Company is otherwise
notified within 30 days after receipt of the statement. The Company will also
send each year an annual report and a semi-annual report containing financial
statements for the Variable Account, as of December 31 and June 30,
respectively.

ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE

       Purchase Payments are allocated to one or more Sub-Accounts within the
Variable Account in accordance with the designation of the underlying Mutual
Fund options by the Contract Owner (or Annuitant, if so authorized), and
converted into Accumulation Units.

       The cumulative total of all Purchase Payments under Contracts issued on
the life of any one Annuitant may not exceed $1,000,000 without prior consent of
the Company.

       THE PURCHASER IS CAUTIONED THAT INVESTMENT RETURN ON SMALL INITIAL AND
SUBSEQUENT PURCHASE PAYMENTS MAY BE LESS THAN CHARGES ASSESSED BY THE COMPANY.

       The initial Purchase Payment allocated to designated Sub-Accounts of the
variable Account will be priced not later than 2 business days after receipt of
an order to purchase, if the application and all information necessary for
processing the purchase order are complete upon receipt by the Company, and the
Company may retain the Purchase Payment for up to 5 business days while
attempting to complete an incomplete application. If the application cannot be
made complete within 5 days, the prospective purchaser will be informed of the
reasons for the delay and the Purchase Payment will be returned immediately
unless the prospective purchaser specifically consents to the Company retaining
the Purchase Payment until the application is made complete. Thereafter,
subsequent Purchase Payments will be priced on the basis of the Accumulation
Unit Value next computed for the appropriate Sub-Account after the additional
Purchase Payment is received.

       Purchase Payments will not be priced on the following nationally
recognized holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

VALUE OF A VARIABLE ACCOUNT ACCUMULATION UNIT

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

NET INVESTMENT FACTOR

       The Net Investment Factor for any Valuation Period is determined by
dividing (a) by (b) and subtracting (c) from the result where:

(a)    is the net of:

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

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

(b)    is the net of:

       (1)    the net asset value per share of the underlying Mutual Fund held
              in the Sub-Account determined at the end of the immediately
              preceding Valuation Period, plus or minus

       (2)    the per share charge or credit, if any, for any taxes reserved for
              in the immediately preceding Valuation Period (see "Charge For Tax
              Provisions").

(c)    is a factor representing the daily Mortality Risk Charge, Expense Risk
       Charge and Administration Charge deducted from the Variable Account. Such
       factor is equal to an annual rate of 1.30% of the daily net asset value
       of the Variable Account.

       For underlying Mutual Funds that credit dividends on a daily basis and
pay such dividends once a month (such as money market funds and certain bond
funds), the Net Investment Factor allows for the monthly reinvestment of these
daily dividends.


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                                    35 of 109
<PAGE>   36
       The Net Investment Factor may be greater or less than one; therefore, the
value of an Accumulation Unit may increase or decrease. 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 Risk Charge, Expense Risk Charge and Administration
Charge, and any charge or credit for tax reserves.

VALUATION OF ASSETS

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

DETERMINING THE CONTRACT VALUE

       The sum of the value of all Variable Account Accumulation Units
attributable to the Contract and amounts credited to the Fixed Account is the
Contract Value. The number of Accumulation Units credited per 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 Purchase Payment is received by the Company. If part or all of the
Contract Value is surrendered or charges or deductions are made against the
Contract 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 Contract Owner's (or Annuitant's) interest in the
Variable Account and the Fixed Account bears to the total Contract Value.

SURRENDER (REDEMPTION)

       While the Contract is in force and prior to the earlier of the
Annuitization Date or the death of the Annuitant, the Company will, upon proper
written application by the Contract Owner (or Annuitant, if so authorized)
deemed by the Company to be in good order, allow the surrender of a portion or
all of the Contract Value. "Proper written application" means that the surrender
must be requested in writing by the Contract Owner (or Annuitant, if so
authorized), satisfy all good order requirements, and the Company may require
that signature(s) be guaranteed by a member firm of the New York, American,
Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by a commercial
bank or a savings and loan, which is a member of the Federal Deposit Insurance
Corporation. In some cases (for example, requests by a corporation, partnership,
agent or fiduciary) the Company will require additional documentation of a
customary nature.

       The Company will, upon receipt of any such written request, surrender a
number of Accumulation Units from the Variable Account and an amount from the
Fixed Account necessary to equal the gross dollar amount requested, less any
applicable Contingent Deferred Sales Charge (see "Contingent Deferred Sales
Charge"). In the event of a partial surrender, the Company will, unless
instructed to the contrary, surrender Accumulation Units from all Sub- Accounts
in which an interest is maintained, and the Fixed Account. The number of
Accumulation Units surrendered from each Sub-Account and the amount surrendered
from the Fixed Account will be in the same proportion that the Contract Owner's
(or Annuitant's) interest in the Sub-Accounts and Fixed Account bears to the
total Contract Value.

       The Company will pay any Funds applied for from the Variable Account
within 7 days of receipt of such application in the Company's Home Office.
However, the Company reserves the right to suspend or postpone the date of any
payment of any benefit or values for any Valuation Period (1) when the New York
Stock Exchange ("Exchange") or the Company's Home Office is closed, (2) when
trading on the Exchange is restricted, (3) when an emergency exists as a result
of which disposal of securities held in the Variable Account is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Variable Account's net assets, or (4) during any other period when the
Securities and Exchange Commission, by order, so permits for the protection of
security holders, provided that applicable rules and regulations of the
Securities and Exchange Commission shall govern as to whether the conditions
prescribed in (2) and (3) exist. The Contract Value upon surrender may be more
or less than the total of Purchase Payments made, depending on the market value
of the underlying Mutual Fund shares.

SURRENDERS UNDER A QUALIFIED PLAN

       The Contract surrender provisions may also be modified pursuant to the
plan terms and Code tax provisions when the Contract is issued to fund a
Qualified Plan.

TAXES

       INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE ADVICE OF
A PERSONAL TAX ADVISER.

       The Company does not make any guarantee regarding the tax status of any
Contract or any transaction involving the Contracts.

       Section 72 of the Code governs taxation of annuities in general. That
section sets forth different rules for: (1) Qualified Contracts; (2) Individual
Retirement Annuities and Individual Retirement Accounts; or (3) Non-Qualified
Contracts. Each type of annuity is discussed below.


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                                    36 of 109
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       Distributions to Participants from Qualified Contracts are generally
taxed when received. A portion of each Distribution is excludable from income
based on the ratio between the after tax investment of the Owner/Annuitant in
the Contract and the value of the Contract at the time of the withdrawal or
Annuitization.

       Distributions from Individual Retirement Annuities and Contracts owned by
Individual Retirement Accounts are also generally taxed when received. The
portion of each such payment which is excludable is based on the ratio between
the amount by which nondeductible Purchase Payments to all such Contracts
exceeds prior non-taxable Distributions from such Contracts, and the total
account balances in such Contracts, at the time of the Distribution. The Owner
of such Individual Retirement Annuities or the Annuitant under Contracts held by
Individual Retirement Accounts must annually report to the Internal Revenue
Service the amount of nondeductible Purchase Payments, the amount of any
Distribution, the amount by which nondeductible Purchase Payments for all years
exceed non-taxable Distributions for all years, and the total balance in all
Individual Retirement Annuities and Accounts.

NON-QUALIFIED CONTRACTS

       THIS SECTION PROVIDES A GENERAL DESCRIPTION OF THE TAX REQUIREMENTS FOR
NON-QUALIFIED CONTRACTS. MOST OF THESE REQUIREMENTS WILL ONLY APPLY TO CONTRACTS
WHICH WERE ISSUED ON OR AFTER DECEMBER 31, 1983, AND WHICH HAVE INVESTED IN THE
FIXED ACCOUNT.

       The rules applicable to Non-Qualified Contracts provide that a portion of
each annuity payment received is excludable from taxable income based on the
ratio between the Contract Owner's investment in the Contract and the expected
return on the Contract. The maximum amount excludable from income is the
investment in the Contract. If the Annuitant dies prior to excluding from income
the entire investment in the Contract, the Annuitant's final tax return may
reflect a deduction for the balance of the investment in the Contract.

       Distributions made from the Contract prior to Annuitization are taxable
to the Contract Owner to the extent that the cash value of the Contract exceeds
the Contract Owner's investment at the time of the Distribution. Distributions,
for this purpose, include partial surrenders, dividends, or any portion of the
Contract which is assigned or pledged; and for Contracts issued after April 22,
1987, any portion of the Contract transferred by gift. For these purposes, a
transfer by gift may occur upon Annuitization if the Contract Owner and the
Annuitant are not the same individual. In determining the taxable amount of a
Distribution, all annuity Contracts issued after October 21, 1988, by the same
company to the same Contract Owner during any 12 month period, will be treated
as one annuity contract. Additional limitations on the use of multiple Contracts
may be imposed by Treasury regulations. Distributions prior to Annuitization
with respect to that portion of the Contract invested prior to August 14, 1982,
are treated first as a recovery of the investment in the Contract as of that
date. A Distribution in excess of the amount of the investment in the Contract
as of August 14, 1982, will be treated as taxable income.

       The Tax Reform Act of 1986 changed the tax treatment of certain
Non-Qualified Contracts held by entities other than individuals. Such entities
are taxed currently on the earnings on the Contract which are attributable to
contributions made to the Contract after February 28, 1986. There are exceptions
for Qualified Contracts, Individual Retirement Annuities, immediate annuities,
and certain Contracts owned for the benefit of an individual. An immediate
annuity, for purposes of this discussion, is a single Purchase Payment Contract
on which payments begin within one year of purchase.

       Code Section 72 also provides for a penalty, equal to 10% of any
Distribution which is includable in gross income, if such Distribution is made
prior to attaining age 59-1/2, the death or disability of the Contract Owner.
The penalty does not apply if the Distribution is one of a series of
substantially equal periodic payments made over the life or life expectancy (or
joint lives or life expectancies) of the Annuitant (and the Annuitant's
Beneficiary), or is made from an immediate annuity, or is allocable to an
investment in the Contract before August 14, 1982. A Contract Owner wishing to
begin taking Distributions to which the 10% tax penalty does not apply should
forward a written request to the Company. Upon receipt of a written request from
the Contract Owner, the Company will inform the Contract Owner of the procedures
pursuant to Company Policy and subject to limitations of the Contract including
but not limited to first year withdrawals. If the Annuitant selects an annuity
for life or life expectancy and changes the method of payment before the
expiration of 5 years and the attainment of age 59-1/2, the early withdrawal
penalty will apply. The penalty will


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<PAGE>   38
be equal to that which would have been imposed had no exception applied from the
outset, and the Annuitant will also pay interest on the amount of the penalty
from the date it would have originally applied until it is actually paid.

       In order to qualify as an Annuity Contract under Section 72 of the Code,
the Contract must provide for Distribution to be made upon the death of the
Contract Owner. In such case the Annuitant, Beneficiary or other named recipient
must receive the Distribution within 5 years of the Owner's death. However, the
recipient may elect for payments to be made over his or her life or life
expectancy if such payments begin within one year following the death of the
Contract Owner. If the Contract Owner's Beneficiary is the surviving spouse,
such spouse may be treated as the Contract Owner and the Contract may be
continued throughout the life of the surviving spouse subject to certain minimum
distribution requirements for Individual Retirement Annuities and Individual
Retirement Accounts. In the event the Contract Owner dies on or after the
Annuitization Date and before the entire interest has been distributed, the
remaining portion must be distributed at least as rapidly as under the method of
Distribution being used as of the date of the Contract Owner's death. If the
Contract Owner is not an individual, the death of the Annuitant (or a change of
the Annuitant) will result in a Distribution under their rules, regardless of
whether a Contingent Designated Annuitant has been named (see "Required
Distribution for Qualified Plans").

       The Company is required to withhold tax from certain Distributions to the
extent that such Distribution would constitute income to the Contract Owner. The
Contract Owner is entitled to elect not to have federal income tax withheld from
any such Distribution, but may be subject to penalties in the event insufficient
federal income tax is withheld during a calendar year.

       Generally, the taxable portion of any Distribution from a Contract to a
nonresident alien of the United States is subject to tax withholding at a rate
equal to thirty percent (30%) of such amount or, if applicable, a lower treaty
rate. A payment may not be subject to withholding where the recipient
sufficiently establishes that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and such payment
is includable in the recipient's gross income.

       Payment of a benefit or transfer of any property to an individual two
or more generations younger than the contract owner may constitute a
generation-skipping transfer, subject to taxation under Section 2601 et. seq. of
the Code.

CHARGE FOR TAX PROVISIONS

       The Company is no longer required to maintain a capital gain reserve
liability on Non-Qualified Contracts since capital gains attributable to assets
held in the Company's Variable Account for such Contracts are not taxable to the
Company. However, the Company reserves the right to implement and adjust the tax
charge in the future, if the tax laws change.

QUALIFIED PLANS, INDIVIDUAL RETIREMENT ANNUITIES, AND INDIVIDUAL RETIREMENT
ACCOUNTS

        The Contracts may be used with Qualified Plans (Contracts issued after
December 25, 1982 and before January 1, 1993), Individual Retirement Annuities
(Contracts issued before December 25, 1982), Individual Retirement Accounts
(Contracts issued after January 1, 1993, and other plans receiving favorable tax
treatment. For information regarding eligibility, limitations on permissible
amounts of Purchase Payments, and tax consequences on Distribution from such
plans, the purchasers of such Contracts should seek competent advice. The terms
of such plans may limit the rights available under the Contracts.

        The Code permits the rollover of most Distributions from Qualified Plans
to other Qualified Plans, Individual Retirement Accounts, or Individual
Retirement Annuities. Distributions which may not be rolled over are those which
are:

         1.       one of a series of substantially equal annual (or more
                  frequent) payments made: a) over the life (or life expectancy)
                  of the employee, b) the joint lives (or joint life
                  expectancies) of the employee and the employee's designated
                  Beneficiary, or c) for a specified period of ten years or
                  more, and

         2.       a required minimum Distribution

       Any Distribution eligible for rollover will be subject to federal tax
withholding at a 20 percent rate unless the distribution is transferred directly
to an appropriate plan as described above.

       Individual Retirement Accounts and Individual Retirement Annuities may
not provide life insurance benefits. If the Death Benefit exceeds the greater of
the cash value of the Contract or the sum of all Purchase Payments (less
any surrenders), it is possible the Internal Revenue Service could determine
that the Individual Retirement Account or Individual Retirement Annuity did not
qualify for the desired tax treatment.


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                                    38 of 109
<PAGE>   39
       The Contract is available for Qualified Plans electing to comply with
section 404(c) of ERISA. It is the responsibility of the plan and its
fiduciaries to determine and satisfy section 404(c) requirements.

INDIVIDUAL RETIREMENT ACCOUNTS

       The Internal Revenue Service determined that, effective September 25,
1981, Individual Retirement Annuities could not be established using variable
annuity Contracts that allocated assets to separate accounts of life insurance
companies, if the separate account purchased shares of publicly available Mutual
Funds. The owner of such a contract is treated as the owner of the underlying
Mutual Fund shares purchased and is taxed on any dividends accruing or
recognized gains.

       It is possible to establish an Individual Retirement Account funded with
such a variable annuity contract, by depositing the Funds in a trust or
custodial account which qualifies under Section 408 of the Code, and having the
trustee or custodian purchase the Contract. Such an Individual Retirement
Account is subject to rules which are comparable to those which apply to
Individual Retirement Annuities. The trustee or custodian is treated as the
owner of the underlying Mutual Fund shares, and the individual establishing the
account is taxed in the manner described in "Required Distributions For
Individual Retirement Annuities And Individual Retirement Accounts."

                                LEGAL PROCEEDINGS

       There are no material legal proceedings, other than ordinary routine
litigation incidental to the business to which the Company and the Variable
Account are parties or to which any of their property is the subject.

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

            TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>
General Information and History..........................................1
Services.................................................................1
Purchase of Securities Being Offered.....................................1
Underwriters.............................................................2
Calculation of Yield Quotations of Money Market Sub-Accounts.............2
Annuity Payments.........................................................2
Financial Statements.....................................................3
</TABLE>

                                       34


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<PAGE>   40
                                   APPENDIX A

       Purchase Payments under the Fixed Account portion of the Contract and
transfers to the Fixed Account portion become part of the general account of the
Company, which support insurance and annuity obligations. Because of exemptive
and exclusionary provisions, interests in the general account have not been
registered under the Securities Act of 1933 ("1933 Act"), nor is the general
account registered as an investment company under the Investment Company Act of
1940 ("1940 Act"). Accordingly, neither the general account nor any interest
therein are generally subject to the provisions of the 1933 or 1940 Acts, and we
have been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in this prospectus which related to the guaranteed
interest portion. Disclosures regarding the Fixed Account portion of the
Contract and the general account, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

                            FIXED ACCOUNT ALLOCATIONS

THE FIXED ACCOUNT

       The Fixed Account is made up of all the general assets of the Company,
other than those in the Nationwide Variable Account II and any other segregated
asset account. Fixed Account Purchase Payments will be allocated to the Fixed
Account by election of the Contract Owner at the time of purchase.

       The Company will invest the assets of the Fixed Account in those assets
chosen by the Company and allowed by applicable law. Investment income from such
Fixed Account assets will be allocated by the Company between itself and the
Contracts participating in the Fixed Account.

       The level of annuity payments made to Annuitants under the Contracts will
not be affected by the mortality experience (death rate) of persons receiving
such payments or of the general population. The Company assumes this "mortality
risk" by virtue of annuity rates incorporated in the Contract which cannot be
changed. In addition, the Company guarantees that it will not increase charges
for maintenance of the Contracts regardless of its actual expenses.

       Investment income from the Fixed Account allocated to the Company
includes compensation for mortality and expense risks borne by the Company in
connection with Fixed Account Contracts. The amount of such investment income
allocated to the Contracts will vary from year to year in the sole discretion of
the Company at such rate or rates as the Company prospectively declares from
time to time. Any such rate or rates so determined will remain effective for a
period of not less than twelve months, and remain at such rate unless changed.
However, the Company guarantees that it will credit interest at not less than
3.0% per year (as otherwise required under state law, or at such minimum rate as
stated in the Contract when sold). ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO
THE FIXED ACCOUNT IN EXCESS OF 3.0% PER YEAR WILL BE DETERMINED IN THE SOLE
DISCRETION OF THE COMPANY. THE CONTRACT 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 Purchase Payments deposited to the Contract which
are allocated to the Fixed Account may receive a different rate of interest than
money transferred from the Variable Account Sub-Accounts to the Fixed Account
and amounts maturing in the Fixed Account after the expiration of an Interest
Rate Guarantee Period.

       The Company guarantees that, at any time, the Fixed Account Contract
Value will not be less than the amount of the Purchase Payments allocated to the
Fixed Account, plus interest credited as described above, less the sum of all
administrative charges, any applicable premium taxes, and less any amounts
surrendered. If the Contract Owner effects a surrender, the amount available
from the Fixed Account will be reduced by any applicable Contingent Deferred
Sales Charge (see "Contingent Deferred Sales Charge").

TRANSFERS

       Contract Owners (or Annuitants, if so authorized) may at the maturity of
an Interest Rate Guarantee Period, transfer a portion of the value of the Fixed
Account from the Fixed Account to the Variable Account. The maximum percentage
that may be transferred will be determined by the Company at its sole
discretion, but will not be less than 10% of the total value of the portion of
the Fixed Account that is maturing and will be declared upon the expiration date
of the then current Interest Rate Guarantee Period. The Interest Rate Guarantee
Period expires on the final day of a calendar quarter. Transfers must be made
within 45 days after the expiration date of the guarantee period. Owners who
have entered into a Dollar Cost Averaging Agreement with the Company (see
"Dollar Cost Averaging") may transfer from the Fixed Account to the Variable
Account under the terms of that agreement.


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                                    40 of 109
<PAGE>   41
                      ANNUITY PAYMENT PERIOD-FIXED ACCOUNT

FIRST AND SUBSEQUENT PAYMENTS

       A Fixed Annuity is an annuity with payments which are guaranteed by the
Company as to dollar amount during the annuity payment period. The first Fixed
Annuity payment will be determined by applying the Fixed Account Contract Value
to the applicable Annuity Table in accordance with the Annuity Payment Option
elected. This will be done at the Annuitization Date on an age last birthday
basis. Fixed Annuity payments after the first will not be less than the first
Fixed Annuity payment.

       The Company does not credit discretionary interest to Fixed Annuity
payments during the annuity payment period for annuity options based on life
contingencies. The Annuitant must rely on the Annuity Tables applicable to the
Contracts to determine the amount of such Fixed Annuity payments. 

ANNUITY TABLES AND ASSUMED INTEREST RATE

       The Annuity Tables contained in the Contracts are based on the 1971
Individual Annuity Mortality Table (set back one year) and an assumed interest
rate of 3.5%.

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<PAGE>   42
                                   APPENDIX B

                               PARTICIPATING FUNDS

             UNDERLYING MUTUAL FUND OPTIONS AVAILABLE FOR CONTRACTS

                       ISSUED ON OR AFTER JANUARY 1, 1993

For new Contracts issued on or after January 1, 1993, Variable Account Purchase
Payments may be allocated only to the Sub-Accounts which consist of shares of
the underlying Mutual Fund options listed below:

Delchester Fund-Institutional Class

Investment Objective: Seeks to provide high current income by investing
principally in corporate bonds, and also in U.S. Government securities and
commercial paper. This Fund invests primarily in high-yield securities (junk
bonds) and greater risks may be involved with an investment in the Fund than an
investment in a Mutual Fund comprised primarily of investment grade bonds.

Dreyfus A Bonds Plus, Inc.

Investment Objective: The Fund's goal is to provide the maximum amount of
current income to the extent consistent with the preservation of capital and the
maintenance of liquidity. The Fund invests principally in debt obligations of
corporations, the U.S. Government and its agencies and instrumentalities, and
major U.S. banking institutions. The Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting shares. There
can be no assurance that the Fund's investment objective will be achieved.

Dreyfus S & P 500 Index Fund (Formerly Peoples Index Fund, Inc.)

Investment Objective: Seeks to provide investment results that correspond to the
price and yield performance of publicly-traded common stocks in the aggregate,
as represented by the Standard & Poor's 500 Composite Stock Price Index. The
Fund's investment objective cannot be changed without approval by the holders of
a majority of the Fund's outstanding voting shares.

The Dreyfus Third Century Fund, Inc.

Investment Objective: Primarily seeks to provide capital growth through equity
investment in companies that, in the opinion of the Fund's management, not only
meet traditional investment standards but which also show evidence that they
conduct their business, in a manner that contributes to the enhancement of the
quality of life in America. Current income is secondary to the primary goal. The
Evergreen Total Return Fund Investment Objective: Seeks to achieve a return
consisting of current income and capital appreciation in the value of its
shares. The emphasis on current income and capital appreciation will be
relatively equal although, over time, changes in the outlook for market
conditions and the level of interest rates will cause the Fund to vary its
emphasis between these two elements in its search for the optimum return for its
shareholders. The Fund seeks to achieve its investment objective through
investments in common stocks, preferred stocks, securities convertible into or
exchangeable for common stocks and fixed income securities. The Fund may also
write covered call options.

Fidelity Advisor Equity Income Fund

Investment Objective: Seeks to obtain reasonable income from a portfolio
consisting primarily of income-producing equity securities, with a secondary
emphasis on growth potential.

Fidelity Advisor Growth Opportunities Fund

Investment Objective: Pursues capital growth that exceeds market performance
through investments in growth, cyclical, and value stocks, and securities
convertible to common stocks.

Fidelity Advisor High Yield Fund

Investment Objective: A bond Fund designed to meet the needs of the long-term
investor, seeking above-average monthly income and potential capital growth by
investing in lower-rated, high-yielding, fixed income securities.

Fidelity Advisor Income Growth Fund

Investment Objective: Seeks income and growth potential by investing in
securities including U.S. government and corporate bonds, and a diversified
selection of common stocks.



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                                    42 of 109
<PAGE>   43
Fidelity Asset ManagerTM

Investment Objective: Seeks high total return with reduced risk over the long
term by allocating its assets among stocks, bonds and short-term instruments.

Fidelity Equity-Income Fund

Investment Objective: Seeks to obtain reasonable income from a portfolio
consisting primarily of income-producing equity securities. The Fund seeks a
yield which exceeds the composite yield on the securities comprising the
Standard & Poor's 500 Composite Stock Price index. In addition, consistent with
the above objective, in managing its portfolio, the Fund will consider the
potential for achieving capital appreciation.

Fidelity Magellan(R) Fund

Investment Objective: Seeks capital appreciation by investing primarily in
common stock and securities convertible into common stock. Up to 20% of the
Fund's assets may also be invested in debt securities of all types and qualities
issued by foreign and domestic issuers if the Fund's management believes that
doing so will result in capital appreciation. No emphasis is placed on dividend
income except when the Fund's management believes that this income will have a
favorable influence on the market value of the security. Because the Fund has no
limitation on the quality of debt securities in which it may invest, the debt
securities in its portfolio may be of poor quality and may present the risk of
default or may be in default.

Fidelity Puritan Fund

Investment Objective: Seeks to obtain as much income as possible, consistent
with the preservation and conservation of capital, by investing in a broadly
diversified portfolio of high-yielding securities, including common stocks,
preferred stocks, and bonds. While emphasis on income is an important objective,
this does not preclude growth in capital since some securities offering a better
than average yield may also possess some growth possibilities.

Fidelity VIP High Income Portfolio (additional Purchase Payments or exchanges
may not be made to this Fund on or after December 1, 1993) 

Investment Objective: Seeks to obtain a high level of current income by
investing primarily in high-risk, lower rated, high-yielding, fixed-income
securities, while also considering growth of capital. The Fund's manager will
seek high current income normally by investing the Portfolio's assets as
follows:

- -        at least 80% in income-producing debt securities and preferred stocks,
         including convertible securities; and

- -        up to 20% in common stocks and other equity securities when consistent
         with the Portfolio's primary objective or acquired as part of a unit
         combining fixed-income and equity securities.

Higher yields are usually available on securities that are lower-rated or that
are unrated. Lower-rated securities are usually defined as Ba or lower by
Moody's; BB or lower by Standard & Poor's and may be deemed to be of a
speculative nature. The Portfolio may also purchase lower-quality bonds such as
those rated Ca3 by Moody's or C- by Standard & Poor's which provide poor
protection for payment of principal and interest (commonly referred to as "junk
bonds"). For a further discussion of lower-rated securities, please see the
"Risks of Lower-Rated Debt Securities" section of the Portfolio's prospectus.

Janus Fund

Investment Objective: Seeks long-term growth of capital by investing primarily
in common stocks of a large number of issuers of any size. Generally this Fund
emphasizes issuers with larger market capitalizations.

Janus Twenty Fund

Investment Objective: Seeks growth of capital in a manner consistent with the
preservation of capital. Under normal conditions, the Fund will concentrate its
investments in a core position of 20-30 common stocks. However, the percentage
of the Fund's assets invested in common stocks will vary, depending upon its
investment adviser's opinion of prevailing market, financial and economic
conditions. Consequently, the Fund may at times hold substantial positions in
cash, or interest bearing securities.

MFS(R) World Governments Fund

Investment Objective: To seek not only preservation, but also growth of capital,
together with moderate current income through a professionally managed
internationally diversified portfolio consisting primarily of debt securities
and, to a lesser extent, equity securities. The Fund is designed for investors
who wish to diversify their investments beyond the United States and who are
prepared to accept the risks entailed in such investments which may be higher
than those associated with certain U.S. Investments.


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                                    43 of 109
<PAGE>   44
Nationwide(R) Bond Fund

Investment Objective: Seeks to generate a high level of income consistent with
capital preservation through investments in high quality bonds and other fixed
income securities. Through investment in long-term income obligations, including
corporate debt securities, United States and Canadian government obligations and
commercial paper, this Fund seeks to serve those who are less willing to accept
the greater risk and higher volatility of a common stock portfolio.

Nationwide(R) Fund

Investment Objective: Seeks to obtain a reasonable current income on invested
capital and possible growth of such income through timely investments in common
stocks, convertible issues or bonds. Major emphasis in the selection of
investments for this Fund is placed on securities which will provide a
reasonable current return. Though growth of capital considerations is secondary,
an effort is made to select those securities which, while paying a reasonable
current return, also hold some promise of long-term growth as well as
possibilities of growth of income.

Nationwide(R) Growth Fund

Investment Objective: Seeks to achieve reasonable growth of capital through
selective participation in the long-term progress of business without emphasis
on current return on invested capital. Major emphasis in the selection of
securities for this Fund is placed on strong companies which have capable
management, and are in fields where social and economic trends, technical
developments and new processes or products indicate greater than average growth.

Nationwide(R) Money Market Fund

Investment Objective: Seeks to provide as high a level of current income as is
consistent with the preservation of capital and maintenance of liquidity,
through a diversified portfolio of high quality money market instruments
maturing in one year or less.

Nationwide(R) U.S. Government Income Fund

Investment Objective: Seeks to provide as high a level of current income as is
consistent with the preservation of capital by investing in securities of the
U.S. Government, its agencies and instrumentalities. The average dollar-weighted
maturity of the Fund will be maintained at between 3 and 10 years.

Neuberger & Berman Guardian Fund, Inc.

Investment Objective: Seeks capital appreciation through investments generally
in dividend-paying issues of established companies that its investment officers
believe are well managed. The emphasis of the Fund's investments is on common
stock. The Fund diversifies its holdings among different industries and
different companies in light of conditions prevailing at any given time. Current
income is a secondary objective.

Neuberger & Berman Limited Maturity Bond Fund

Investment Objective: Seeks highest current income consistent with low risk to
principal and liquidity. The Fund invests in a diversified portfolio of short-to
intermediate-term debt securities and other debt securities with special
features producing similar price characteristics. Total return is a secondary
objective.

Neuberger & Berman Partners Fund, Inc.

Investment Objective: Seeks capital growth. The Fund invests in securities
solely on the basis of management's evaluation of their investment merit and
potential for growth using a value-oriented approach to the selection of
individual securities. The Fund's management believes that the Fund is an
attractive investment vehicle for conservative investors who are interested in
long-term appreciation from stock investments, but who have a low tolerance for
risk.

Oppenheimer Global Fund

Investment Objective: Seeks capital appreciation. The Fund emphasizes investment
in foreign and domestic securities considered by the Fund's investment manager
to have appreciation possibilities, primarily common stocks or securities having
investment characteristics of common stocks (such as convertible securities) of
"growth-type" companies. As a matter of fundamental policy, under normal market
conditions, the Fund will invest its total assets in securities of issuers
traded in markets in at least three different countries (which may include the
United States). The portfolio may also emphasize securities of cyclical
industries and "special situations" when the Fund's manager believes that they
present opportunities for capital growth. The remainder of the Fund's invested
assets will be invested in securities for liquidity purposes.

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<PAGE>   45
Phoenix Balanced Fund Series

Investment Objective: The Fund seeks reasonable income, long-term capital growth
and conservation of capital. It is intended that the Fund will invest in common
stocks and fixed income securities, with emphasis on income-producing securities
which appear to have some potential for capital enhancement.

Strong Total Return Fund, Inc.

Investment Objective: Seeks a combination of income and capital appreciation
which will produce the highest total return while assuming reasonable risks.
"Reasonable risks" refers to the advisor's judgment that the risks of investing
in the securities in the Total Return Fund's portfolio are no greater than
normal. The Total Return Fund invests in common stocks and other equity-type
securities; corporate bonds, debentures, and notes; and short-term money market
instruments. Common stocks may be either growth or income oriented. Other
equity-type securities are limited to convertible bonds, preferred stocks,
warrants, and convertible preferred shares. Short-term money market instruments
include U.S. Treasury obligations, bank certificates of deposit, commercial
paper, and variable-rate master demand notes (floating-rate debt instruments
without a fixed maturity). The Total Return Fund may also invest in debt
securities issued or guaranteed by the U.S. government and its agencies or
instrumentalities.

Templeton Foreign Fund

Investment Objective: Seeks long-term capital growth through a flexible policy
of investing in stocks and debt obligations of companies and governments outside
the United States. Any income realized will be incidental.

Twentieth Century Growth Investors

Investment Objective: Seeks capital growth through investment in securities
which the management considers to have better than average prospects for
appreciation of value. The Fund's investment approach identifies companies with
accelerating earnings and revenues. As part of its strategy, the Fund remains
essentially fully invested in stocks at all times.

Twentieth Century International Equity Fund

Investment Objective: Seeks capital growth by investing in an international
portfolio of common stocks, primarily in developed markets; stocks considered by
the investment manager to have prospects for appreciation. The Fund will invest
primarily in common stocks (defined to include depository receipts for common
stocks) and other equity equivalents of such companies.

Twentieth Century Ultra Investors

Investment Objective: The investment objective of the Fund is to seek capital
growth by investing primarily in common stocks that are considered by management
to have better-than-average prospects for appreciation.

Twentieth Century U.S. Governments Short-Term

Investment Objective: To seek current income and limited price volatility by
maintaining an average weighted portfolio maturity of four years or less. U.S.
Governments invests in securities of the United States government and its
agencies.

Warburg Pincus Emerging Growth Fund:

Investment Objective: Seeks maximum capital appreciation by investing in equity
securities of small- to medium-sized companies in the United States with
emerging or renewed growth potential.

             UNDERLYING MUTUAL FUND OPTIONS AVAILABLE FOR CONTRACTS
         ISSUED ON OR AFTER DECEMBER 25, 1982 AND BEFORE JANUARY 1, 1993

       For new Contracts issued on or after December 25, 1982, and before
January 1, 1993 Variable Account Purchase Payments may be allocated only to the
Sub-Accounts which consist of shares of the underlying Mutual Fund options
listed below:

         Fidelity Capital & Income Fund (additional Purchase Payments or
         exchanges may not be made to this Fund on or after May 1, 1991. Not
         available for Contracts issued on or after May 1, 1987)

         Investment Objective: Seeks to provide a combination of income and
         capital growth by investing primarily in debt instruments and common
         and preferred stocks, with a focus on lower-quality debt securities of
         companies with uncertain financial positions.

         Fidelity Equity-Income Fund

         Investment Objective: Seeks to obtain reasonable income from a
         portfolio consisting primarily of income-producing equity securities.
         The Fund seeks a yield which exceeds the composite yield on the
         securities

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                                    45 of 109
<PAGE>   46
       comprising the Standard & Poor's 500 Composite Stock Price index. In
       addition, consistent with the above objective, in managing its portfolio,
       the Fund will consider the potential for achieving capital appreciation.

       Fidelity VIP High Income Portfolio (additional Purchase Payments or
       exchanges may not be made to this Fund on or after December 1, 1993)
       Investment Objective: Seeks to obtain a high level of current income by
       investing primarily in high-risk, lower rated, high-yielding,
       fixed-income securities, while also considering growth of capital. The
       Fund's manager will seek high current income normally by investing the
       Portfolio's assets as follows:

       -        at least 80% in income-producing debt securities and preferred
                stocks, including convertible securities; and

       -        up to 20% in common stocks and other equity securities when
                consistent with the Portfolio's primary objective or acquired
                as part of a unit combining fixed-income and equity
                securities. 

       Higher yields are usually available on securities that are lower-rated
       or that are unrated. Lower-rated securities are usually defined as Ba
       or lower by Moody's; BB or lower by Standard & Poor's and may be deemed
       to be of a speculative nature. The Portfolio may also purchase
       lower-quality bonds such as those rated Ca3 by Moody's or C- by
       Standard & Poor's which provide poor protection for payment of
       principal and interest (commonly referred to as "junk bonds"). For a
       further discussion of lower-rated securities, please see the "Risks of
       Lower-Rated Debt Securities" section of the Portfolio's prospectus.

       MFS(R) World Governments Fund Investment Objective: To seek not only
       preservation, but also growth of capital, together with moderate
       current income through a professionally managed internationally
       diversified portfolio consisting primarily of debt securities and, to a
       lesser extent, equity securities. The Fund is designed for investors
       who wish to diversify their investments beyond the United States and
       who are prepared to accept the risks entailed in such investments which
       may be higher than those associated with certain U.S. Investments.

       Nationwide(R) Money Market Fund

       Investment Objective: To provide as high a level of current income as is
       consistent with the preservation of capital and maintenance of liquidity,
       through a diversified portfolio of high quality money market instruments
       maturing in one year or less.

       Twentieth Century Growth Investors

       Investment Objective: To seek capital growth through investment in
       securities which the management considers to have better than average
       prospects for appreciation of value. The Fund's investment approach
       identifies companies with accelerating earnings and revenues. As part of
       it strategy, the Fund remains essentially fully invested in stocks at all
       times.

       Twentieth Century U.S. Governments Short-Term

       Investment Objective: To seek current income and limited price
       volatility by maintaining an average weighted portfolio maturity of
       four years or less. U.S. Governments invests in securities of the
       United States government and its agencies.

             UNDERLYING MUTUAL FUND OPTIONS AVAILABLE FOR CONTRACTS
                        ISSUED PRIOR TO DECEMBER 25, 1982

       For Contracts issued prior to December 25, 1982, Variable Account
Purchase Payments may be allocated only to Sub-Accounts which consist of shares
of the four Mutual Funds listed below. Each of the underlying Mutual Fund
options listed below is a series of shares of Nationwide Investing Foundation
and receives investment advice from Nationwide Financial Services, Inc.

       Nationwide(R) Bond Fund

       Investment Objective: Seeks to generate a high level of income consistent
       with capital preservation through investments in high quality bonds and
       other fixed income securities. Through investment in long-term income
       obligations, including corporate debt securities, United States and
       Canadian government obligations and commercial paper, this Fund seeks to
       serve those who are less willing to accept the greater risk and higher
       volatility of a common stock portfolio.

       Nationwide(R) Fund

       Investment Objective: Seeks to obtain a reasonable current income on
       invested capital and possible growth of such income through timely
       investments in common stocks, convertible issues or bonds. Major emphasis
       in the selection of investments for this Fund is placed on securities
       which will provide a reasonable current return.

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<PAGE>   47

       Though growth of capital considerations is secondary, an effort is made
       to select those securities which, while paying a reasonable current
       return, also hold some promise of long-term growth as well as
       possibilities of growth of income.

       Nationwide(R) Growth Fund

       Investment Objective: Seeks to achieve reasonable growth of capital
       through selective participation in the long-term progress of business
       without emphasis on current return on invested capital. Major emphasis in
       the selection of securities for this Fund is placed on strong companies
       which have capable management, and are in fields where social and
       economic trends, technical developments and new processes or products
       indicate greater than average growth.

       Nationwide(R) Money Market Fund

       Investment Objective: Seeks to provide as high a level of current income
       as is consistent with the preservation of capital and maintenance of
       liquidity, through a diversified portfolio of high quality money market
       instruments maturing in one year or less.


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<PAGE>   48
                       STATEMENT OF ADDITIONAL INFORMATION
                                   MAY 1, 1996

              INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS ISSUED
                      BY THE NATIONWIDE VARIABLE ACCOUNT OF
                        NATIONWIDE LIFE INSURANCE COMPANY

       This Statement of Additional Information is not a prospectus. It contains
information in addition to and more detailed than set forth in the prospectus
and should be read in conjunction with the prospectus dated May 1, 1996. The
prospectus may be obtained from Nationwide Life Insurance Company by writing P.
O. Box 16609, Columbus, Ohio 43216-6609, or calling 1-800-848-6631, TDD
1-800-238-3035.
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                            PAGE
<S>                                                                          <C>
General Information and History...............................................1
Services......................................................................1
Purchase of Securities Being Offered..........................................1
Underwriters..................................................................2
Calculation of Yield Quotations of Money Market Sub-Accounts..................2
Annuity Payments..............................................................2
Financial Statements..........................................................3
</TABLE>

GENERAL INFORMATION AND HISTORY

       The Nationwide Variable Account ("Variable Account") is a separate
investment account of Nationwide Life Insurance Company ("Company"). The Company
is a member of the Nationwide Insurance Enterprise and all of the Company's
common stock is owned by Nationwide Corporation. Nationwide Corporation is a
holding company. All of its common stock is held by Nationwide Mutual Insurance
Company (95.3%) and Nationwide Mutual Fire Insurance Company (4.7%).

SERVICES

       The Company, which has responsibility for administration of the Contracts
and the Variable Account, maintains records of the name, address, taxpayer
identification number, and other pertinent information for each Contract Owner
and the number and type of Contract issued to each such Contract Owner and
records with respect to the Contract Value of each Contract.

       The Custodian of the assets of the Variable Account is the Company. The
Company will maintain a record of all purchases and redemptions of shares of the
underlying Mutual Fund options. The Company, or affiliates of the Company may
have entered into agreements with either the investment adviser or distributor
for several of the underlying Mutual Funds. The agreements relate to
administrative services furnished by the Company or an affiliate of the Company
and provide for an annual fee based on the average aggregate net assets of the
Variable Account (and other separate accounts of the Company or life insurance
company subsidiaries of the Company) invested in particular underlying Mutual
Funds. These fees in no way affect the net asset value of the underlying Mutual
Funds or fees paid by the Contract Owner.

       The financial statements and schedules have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, Two Nationwide Plaza, Columbus, Ohio 43215, and upon the authority
of said firm as experts in accounting and auditing.

PURCHASE OF SECURITIES BEING OFFERED

       The Contracts will be sold by licensed insurance agents in the states
where the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
("NASD").

       The Contract Owner may, on written request, transfer up to 100% of the
Contract Value from the Variable Account to the Fixed Account. However, the
Company reserves the right to restrict transfers from the Variable Account to
25% of Contract Value in any 12 month period. Such transfers must be made prior
to the earlier of the Annuitization Date or the death of the Designated
Annuitant. However, no such transfers will be permitted prior to the first
Contract Anniversary, or within 12 months of any prior transfer. Contract Owners
may at the maturity of an Interest Rate Guarantee Period transfer a portion of
the Contract Value of the Fixed Account to the Variable Account. Such portion
will be determined by the Company at its sole discretion, but will not be less
than 10% of the total value of the portion of the Fixed Account that is
maturing, and will be declared upon the expiration date of the then current
interest rate guarantee period. The Interest Rate Guarantee Period expires on
the final day of a calendar quarter; therefore the


                                        4


                                    48 of 109
<PAGE>   49
Interest Rate Guarantee Period for deposits or transfers in the Fixed Account
may continue for up to three months after a one year period has expired.
Transfers under this provision must be made within 30 days after the expiration
date of the guarantee period. Owners who have entered into a Dollar Cost
Averaging Agreement with the Company may transfer from the Fixed Account to the
Variable Account under the terms of that agreement.

UNDERWRITERS

       The Contracts, which are offered continuously, are distributed by
Nationwide Financial Services, Inc. ("NFS"), One Nationwide Plaza, Columbus,
Ohio 43216, a wholly owned subsidiary of the Company. During the fiscal years
ended December 31, 1995, 1994 and 1993 no underwriting commissions were paid by
the Company to NFS.

CALCULATION OF YIELD QUOTATIONS OF MONEY MARKET SUB-ACCOUNTS

       Current yield quotations of the Nationwide Money Market Fund are based on
a seven calendar day historical yield, computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period, dividing
the net change in the account value by the value of the account at the beginning
of the base period to obtain a base period return and multiplying the base
period return by 365/7 (366/7 in a leap year). The resulting yield figure is
carried to at least the nearest hundredth of one percent. For purposes of this
calculation, the net change in account value reflects the value of additional
shares purchased with dividends from the original share and any such additional
shares. The Fund's effective yield represents a compounding on an annualized
basis of the current yield quotations of the Fund.

       The Fund's yield will fluctuate daily. Actual yields will depend on
factors such as the type of instruments in the Fund's portfolio, portfolio
quality and average maturity, changes in interest rates, and the Fund's
expenses.

       Although the Fund determines its yield on the basis of a seven calendar
day period, it may use a different time span on occasion. The yield quotes may
reflect the expense limitation described under "Investment Manager and Other
Services" in the Fund prospectus.

       There is no assurance that the yields quoted on any given occasion will
remain in effect for any period of time and there is no guarantee that the net
asset values will remain constant. It should be noted that a shareholder's
investment in the Fund is not guaranteed or insured. Yields of other money
market Funds may not be comparable if a different base period or another method
of calculation is used.

ANNUITY PAYMENTS

       See "Frequency and Amount of Annuity Payments" located in the prospectus.

                                        5


                                    49 of 109

<PAGE>   50

<PAGE>   1
- -------------------------------------------------------------------------------

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Contract Owners of
   Nationwide Variable Account
   Nationwide Life Insurance Company:

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide Variable Account as of December 31, 1995,
and the related statements of operations and changes in contract owners' equity
and schedules of changes in unit value for each of the years in the three year
period then ended. These financial statements and schedules of changes in unit
value are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedules of changes in
unit value 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 and schedules of
changes in unit value are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of  December 31, 1995, by correspondence with the custodian and the
transfer agents of the underlying mutual funds. 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 financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide Variable Account as of December 31, 1995, and the results
of its operations and its changes in contract owners' equity and the schedules
of changes in unit value for each of the years in the three year period then
ended in conformity with generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP


Columbus, Ohio
February 6, 1996



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

<PAGE>   2
- --------------------------------------------------------------------------------

                          NATIONWIDE VARIABLE ACCOUNT

          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                               DECEMBER 31, 1995
<TABLE>
<S>                                                                           <C>
ASSETS:

Investments at market value:
  Delaware Group Delchester High-Yield Bond Fund, Inc. - Delchester Fund
  Institutional Class (DeHyBd)
    128,274 shares (cost $830,095)..........................................  $   799,146

Dreyfus A Bonds Plus, Inc. (DryABds)
    38,435 shares (cost $543,964)...........................................      573,452

Dreyfus S&P 500 Index Fund (Dry500Ix)
    25,439 shares (cost $441,378)...........................................      483,346

The Dreyfus Third Century Fund, Inc. (Dry3dCen)
    19,137 shares (cost $145,856)...........................................      157,688

The Evergreen Total Return Fund - Class Y (EvTotRet)
    38,436 shares (cost $746,258)...........................................      765,641

Fidelity Asset Manager(TM) (FidAsMgr)
    140,095 shares (cost $2,053,447)........................................    2,220,511

Fidelity Capital & Income Fund (FidCapIn)
    155,140 shares (cost $1,319,326)........................................    1,421,081

Fidelity Equity-Income Fund (FidEqInc)
    322,227 shares (cost $10,020,804).......................................   12,222,089

Fidelity Magellan(R) Fund (FidMgln)
    105,965 shares (cost $8,110,929)........................................    9,110,906

Fidelity Puritan Fund (FidPurtn)
    255,404 shares (cost $4,071,433)........................................    4,344,424

Fidelity VIP - High Income Portfolio (FidHiInc)
    36,914 shares (cost $421,562)...........................................      444,813

Janus Twenty Fund (Jan20Fd)
    44,023 shares (cost $1,120,595).........................................    1,130,065

MFS(R) World Governments Fund - Class A (MFSWdGvt)
    110,656 shares (cost $1,301,562)........................................    1,219,428

Nationwide(R) Bond Fund (NWBdFd)
    152,673 shares (cost $1,466,716)........................................    1,493,137

Nationwide(R) Fund (NWFund)
    101,546 shares (cost $1,541,872)........................................    1,788,228

Nationwide(R) Growth Fund (NWGroFd)
    260,900 shares (cost $2,674,654)........................................    3,216,893

</TABLE>


<PAGE>   3
<TABLE>
<CAPTION>
<S>                                                                           <C>
Nationwide(R) Money Market Fund (NWMyMkt)
    9,255,173 shares (cost $9,255,173)......................................    9,255,173

Neuberger & Berman Guardian Fund (NBGuard)
    75,897 shares (cost $1,645,853).........................................    1,747,909

Neuberger & Berman Limited Maturity Bond Fund (NBLtdMat)
    97,260 shares (cost $969,786)...........................................      987,192

Neuberger & Berman Partners Fund (NBPartFd)
    49,549 shares (cost $1,069,012).........................................    1,097,025

Oppenheimer Global Fund - Class A (OppGlob)
    71,647 shares (cost $2,500,229).........................................    2,499,779

Phoenix Balanced Fund Series - Class A (PhxBalFd)
    16,103 shares (cost $257,112)...........................................      270,526

Strong Total Return Fund, Inc. (StTotRet)
    21,668 shares (cost $570,584)...........................................      614,935

Templeton Foreign Fund - Class I (TemForFd)
    83,517 shares (cost $772,935)...........................................      766,686

Twentieth Century Growth Investors (TCGroInv)
    545,125 shares (cost $11,527,624).......................................   10,569,971

Twentieth Century International Equity (TCIntlEq)
    38,477 shares (cost $288,806)...........................................      299,354

Twentieth Century Ultra Investors (TCUltra)
    125,466 shares (cost $2,834,209)........................................    3,275,919

Twentieth Century U.S. Governments Short-Term (TCUSGvt)
    463,231 shares (cost $4,415,647)........................................    4,437,748
                                                                              -----------
        Total investments...................................................   77,213,065

Accounts receivable.........................................................       13,735
                                                                              -----------
        Total assets........................................................   77,226,800

Accounts payable............................................................          424
                                                                              -----------
Contract owners' equity (note 4)............................................  $77,226,376
                                                                              ===========
</TABLE>

See accompanying notes to financial statements.

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


<PAGE>   4
- --------------------------------------------------------------------------------

                          NATIONWIDE VARIABLE ACCOUNT

        STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

                                                                    1995         1994          1993
                                                                ------------  -----------   -----------
<S>                                                             <C>           <C>           <C>
Investment activity:

    Reinvested capital gains and dividends..................    $  5,403,676    4,476,720     2,952,700
    Gain (loss) on investments:                                 ------------  -----------   -----------
        Proceeds from redemptions of mutual fund shares.....      19,494,999   19,343,653    14,007,169
        Cost of mutual fund shares sold.....................     (19,182,917) (18,215,058)  (11,941,205)
                                                                ------------  -----------   -----------
        Realized gain (loss) on investments.................         312,082    1,128,595     2,065,964
        Change in unrealized gain (loss) on investments.....       6,984,871   (5,977,389)     (991,082)
                                                                ------------  -----------   -----------
            Net gain (loss) on investments..................       7,296,953   (4,848,794)    1,074,882
                                                                ------------  -----------   -----------
                Net investment activity.....................      12,700,629     (372,074)    4,027,582
                                                                ------------  -----------   -----------

Equity transactions:

    Purchase payments received from contract
        owners..............................................      21,817,759   16,078,025     5,555,624
    Redemptions.............................................     (11,831,829)  (5,989,583)   (5,484,670)
    Annuity benefits........................................         (18,792)     (19,197)      (19,218)
    Adjustments to maintain reserves........................           5,498        1,593         2,272
                                                                ------------  -----------   -----------
                Net equity transactions.....................       9,972,636   10,070,838        54,008
                                                                ------------  -----------   -----------

Expenses (note 2):

    Contract charges........................................        (898,746)    (735,120)     (641,707)
    Contingent deferred sales charges.......................         (43,999)     (50,816)      (70,164)
                                                                ------------  -----------   -----------
                Total expenses..............................        (942,745)    (785,936)     (711,871)
                                                                ------------  -----------   -----------

Net change in contract owners' equity.......................      21,730,520    8,912,828     3,369,719
Contract owners' equity beginning of period.................      55,495,856   46,583,028    43,213,309
                                                                ------------  -----------   -----------
Contract owners' equity end of period.......................    $ 77,226,376   55,495,856    46,583,028
                                                                ============  ===========   ===========

</TABLE>

See accompanying notes to financial statements.

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


<PAGE>   5
- --------------------------------------------------------------------------------

                          NATIONWIDE VARIABLE ACCOUNT

                         NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 1995, 1994 AND 1993

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) Organization and Nature of Operations

       The Nationwide Variable Account (the Account) was established pursuant to
a resolution of the Board of Directors of Nationwide Life Insurance Company (the
Company) on March 3, 1976. The Account has been registered as a unit investment
trust under the Investment Company Act of 1940.

       The Company offers Individual Deferred Variable Annuity Contracts through
the Account. As of December 25, 1982, only tax qualified contracts are issued.
The primary distribution for the contracts is through the Company for Individual
Retirement Account rollovers; however, other distributors may be utilized.


   (b) The Contracts

       Only contracts without a front-end sales charge, but with a contingent
deferred sales charge and certain other fees, are offered for purchase. See note
2 for a discussion of contract expenses.

       With certain exceptions, contract owners in either the accumulation or
the payout phase may invest in the following:


          Delaware Group Delchester High-Yield Bond Fund, Inc. - Delchester Fund
            Institutional Class (DeHyBd)

          Dreyfus A Bonds Plus, Inc. (DryABds)

          Dreyfus S&P 500 Index Fund (Dry500Ix) (formerly Peoples Index Fund(R),
            Inc. (PeoIxFd))

          The Dreyfus Third Century Fund, Inc. (Dry3dCen)

          The Evergreen Total Return Fund - Class Y (EvTotRet)

          Fidelity Advisor Equity-Income Fund - Class A (FAEqInc)

          Fidelity Advisor Growth Opportunities Fund - Class A (FAGrOpp)

          Fidelity Advisor High Yield Fund - Class A (FAHiYld)

          Fidelity Advisor Income & Growth Fund - Class A (FAIncGr)

          Fidelity Asset Manager(TM) (FidAsMgr)

          Fidelity Capital & Income Fund (FidCapIn)
              (not available for additional purchase payments or exchanges after
              May 1, 1991)

          Fidelity Equity-Income Fund (FidEqInc)

          Fidelity Magellan(R) Fund (FidMgln)

          Fidelity Puritan Fund (FidPurtn)

          Portfolio of the Fidelity Variable Insurance Products Fund (Fidelity
            VIP); Fidelity VIP - High Income Portfolio (FidHiInc) (not 
            available for additional purchase payments or exchanges after 
            December 1, 1993)

          Janus Fund (JanFund)

          Janus Twenty Fund (Jan20Fd)

          MFS(R) World Governments Fund - Class A (MFSWdGvt)

          Nationwide(R) Bond Fund (NWBdFd) (managed for a fee by an affiliated
            investment advisor)

          Nationwide(R) Fund (NWFund) (managed for a fee by an affiliated 
            investment advisor)

          Nationwide(R) Growth Fund (NWGroFd) (managed for a fee by an
            affiliated investment advisor)

          Nationwide(R) Money Market Fund (NWMyMkt) (managed for a fee by an
            affiliated investment advisor)

          Nationwide(R) U.S. Government Income Fund (NWUSGvt)
            (managed for a fee by an affiliated investment advisor)

          Neuberger & Berman Guardian Fund (NBGuard)

          Neuberger & Berman Limited Maturity Bond Fund (NBLtdMat)

          Neuberger & Berman Partners Fund (NBPartFd)

          Oppenheimer Global Fund - Class A (OppGlob)

          Phoenix Balanced Fund Series - Class A (PhxBalFd)

          Strong Total Return Fund, Inc. (StTotRet)

          Templeton Foreign Fund - Class I (TemForFd)

          Twentieth Century Growth Investors (TCGroInv)

          Twentieth Century International Equity (TCIntlEq)

          Twentieth Century Ultra Investors (TCUltra)

          Twentieth Century U.S. Governments Short-Term (TCUSGvt)

          Warburg Pincus Emerging Growth - Common Shares (WPEmGro)


<PAGE>   6
     At December 31, 1995, contract owners have invested in all of the above
funds, except the Fidelity Advisor Equity-Income Fund - Class A, the Fidelity
Advisor Growth Opportunities Fund - Class A, the Fidelity Advisor High Yield
Fund - Class A, the Fidelity Advisor Income & Growth Fund - Class A, the Janus
Fund, the Nationwide(R) U.S. Government Income Fund, and the Warburg Pincus
Emerging Growth - Common Shares.

    The contract owners' equity is affected by the investment results of each
fund, equity transactions by contract owners and certain contract expenses (see
note 2). The accompanying financial statements include only contract owners'
purchase payments pertaining to the variable portions of their contracts and
exclude any purchase payments for fixed dollar benefits, the latter being
included in the accounts of the Company.

    (c) Security Valuation, Transactions and Related Investment Income

    The market value of the underlying mutual funds is based on the closing net
asset value per share at December 31, 1995. The cost of investments sold is
determined on a specific identification basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date.

    (d) Federal Income Taxes

        Operations of the Account form a part of, and are taxed with, operations
of the Company which is taxed as a life insurance company under the Internal
Revenue Code.

        The Company does not provide for income taxes within the Account. Taxes
are the responsibility of the contract owner upon termination or withdrawal.

    (e) Use of Estimates in the Preparation of Financial Statements

        The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, if any, at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

(2)     EXPENSES

        The Company does not deduct a sales charge from purchase payments
received from the contract owners. However, if any part of the contract value of
such contracts is surrendered, the Company will, with certain exceptions, deduct
from a contract owner's contract value a contingent deferred sales charge. For
contracts issued prior to January 1, 1993, the contingent deferred sales charge
will be equal to 5% of the lesser of the total of all purchase payments made
within 96 months prior to the date of the request for surrender or the amount
surrendered. For contracts issued on or after January 1, 1993, the Company will
deduct a contingent deferred sales charge not to exceed 7% of the lesser of
purchase payments or the amount surrendered, such charge declining 1% per year,
to 0%, after the purchase payment has been held in the contract for 84 months.
No sales charges are deducted on redemptions used to purchase units in the fixed
investment options of the Company.

        The following administrative charges are deducted by the Company: (a) an
annual contract maintenance charge of $30, with certain exceptions, which is
satisfied by surrendering units; and (b) for contracts issued prior to January
1, 1993, a charge for mortality and expense risk assessed through the daily unit
value calculation equal to an annual rate of 0.80% and 0.50%, respectively; for
contracts issued on or after January 1, 1993, a mortality risk charge, an
expense risk charge and an administration charge assessed through the daily unit
value calculation equal to an annual rate of 0.80%, 0.45% and 0.05%,
respectively.



<PAGE>   7
(3)    SCHEDULE I

       Schedule I presents the components of the change in the unit values,
which are the basis for contract owners' equity. This schedule is presented in
the following format:

          -   Beginning unit value - Jan. 1

          -   Reinvested capital gains and dividends
              (This amount reflects the increase in the unit value due to
              capital gains and dividend distributions from the underlying 
              mutual funds.)

          -   Unrealized gain (loss)
              (This amount reflects the increase (decrease) in the unit value
              resulting from the market appreciation (depreciation) of the
              underlying mutual funds.)

          -   Contract charges
              (This amount reflects the decrease in the unit value due to the
              mortality risk charge, expense risk charge and administration
              charge discussed in note 2.)

          -   Ending unit value - Dec. 31

          -   Percentage increase (decrease) in unit value.

      For contracts in the payout phase, an assumed investment return of 3.5%,
used in the calculation of the annuity benefit payment amount, results in a
corresponding reduction in the components of the unit values as shown in
Schedule I.


<PAGE>   8
(4) COMPONENTS OF CONTRACT OWNERS' EQUITY

     The following is a summary of contract owners' equity at December 31, 1995,
for each series, in both the accumulation and payout phases.

<TABLE>
<CAPTION>
Contract owners' equity represented by:                        Units       Unit Value
                                                              -------      ----------
<S>                                                           <C>          <C>
Contracts in accumulation phase:
    Delaware Group Delchester High-Yield
    Bond Fund, Inc. - Delchester Fund
    Institutional Class:
        Tax qualified......................................    65,214      $12.257125   $   799,336
    Dreyfus A Bonds Plus, Inc.:
        Tax qualified......................................    53,005       10.819193       573,471
    Dreyfus S&P 500 Index Fund:
        Tax qualified......................................    33,323       14.505515       483,367
    The Dreyfus Third Century Fund, Inc.:
        Tax qualified......................................    12,292       12.829548       157,701
    The Evergreen Total Return Fund - Class Y:
        Tax qualified......................................    60,789       12.594984       765,636
    Fidelity Asset Manager(TM):
        Tax qualified......................................   198,546       11.183603     2,220,460
    Fidelity Capital & Income Fund:
        Tax qualified......................................    37,608       37.550944     1,412,216
    Fidelity Equity-Income Fund:
        Tax qualified......................................   263,736       46.285491    12,207,150
    Fidelity Magellan(R) Fund:
        Tax qualified......................................   563,859       16.158074     9,110,875
    Fidelity Puritan Fund:
        Tax qualified......................................   301,466       14.410892     4,344,394
    Fidelity VIP - High Income Portfolio:
        Tax qualified......................................    22,970       19.364421       444,801
    Janus Twenty Fund:
        Tax qualified......................................    96,594       11.699046     1,130,058
    MFS(R) World Governments Fund - Class A:
        Tax qualified......................................    34,015       35.454983     1,206,001
    Nationwide(R) Bond Fund:
        Tax qualified......................................    38,843       37.782872     1,467,600
        Non-tax qualified..................................       622       37.620900        23,400
    Nationwide(R) Fund:
        Tax qualified......................................    30,473       57.857937     1,763,105
        Non-tax qualified..................................       258       60.264917        15,548
    Nationwide(R) Growth Fund:
        Tax qualified......................................    48,841       65.471148     3,197,676
        Non-tax qualified..................................       120       69.129314         8,296
    Nationwide(R) Money Market Fund:
        Tax qualified - Pre 12/25/82.......................    49,996       23.797066     1,189,758
        Tax qualified......................................   424,693       18.898613     8,026,109
        Non-tax qualified..................................     1,323       23.947460        31,682
    Neuberger & Berman Guardian Fund:
        Tax qualified......................................   139,046       12.571028     1,747,951
    Neuberger & Berman Limited Maturity Bond Fund:
        Tax qualified......................................    91,976       10.735070       987,369
    Neuberger & Berman Partners Fund:
        Tax qualified......................................    73,504       14.924653     1,097,022
    Oppenheimer Global Fund - Class A:
        Tax qualified......................................   160,871       15.538850     2,499,750
    Phoenix Balanced Fund Series - Class A:
        Tax qualified......................................    23,786       11.373217       270,523
    Strong Total Return Fund, Inc.:
        Tax qualified......................................    41,291       14.893186       614,955
    Templeton Foreign Fund - Class I:
        Tax qualified......................................    69,083       11.097523       766,650
    Twentieth Century Growth Investors:
        Tax qualified......................................   231,124       45.274141    10,463,941
    Twentieth Century International Equity:
        Tax qualified......................................    25,477       11.748911       299,327
    Twentieth Century Ultra Investors:
        Tax qualified......................................   266,570       12.289075     3,275,899
    Twentieth Century U.S. Governments Short-Term:
        Tax qualified......................................   216,620       20.449954     4,429,869
                                                              =======      ==========
    Reserves for annuity contracts in payout phase:
        Tax qualified......................................                                 194,480
                                                                                        -----------
                                                                                        $77,226,376
                                                                                        ===========

</TABLE>

- --------------------------------------------------------------------------------
<PAGE>   9
- --------------------------------------------------------------------------------
                                                                      SCHEDULE I
                          NATIONWIDE VARIABLE ACCOUNT
                                 TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
                                    DeHyBd      DryABds     Dry500Ix     Dry3dCen    EvTotRet     FidAsMgr    FidCapIn    FidEqInc
                                    ------      -------     --------     --------    --------     --------    --------    --------
<S>                               <C>          <C>          <C>         <C>         <C>          <C>         <C>         <C>
1995***
  Beginning unit value - Jan. 1   $10.867271    9.110600    10.749166    9.570659    10.301799    9.589367    32.589111   35.576037
- -----------------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
     and dividends                  1.215468     .658102      .397253     .897413      .668749     .319835     3.427571    2.721500
- -----------------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             .327407    1.181188     3.524795    2.507797     1.773798    1.408821     2.006467    8.520244
- -----------------------------------------------------------------------------------------------------------------------------------
  Contract charges                  (.153021)   (.130697)    (.165699)   (.146321)    (.149362)  (.134420)    (.472205)   (.532290)
- -----------------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     $12.257125   10.819193    14.505515   12.829548    12.594984   11.183603    37.550944   46.285491
- -----------------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                    13%         19%          35%         34%          22%         17%          15%         30%
===================================================================================================================================

1994
  Beginning unit value - Jan. 1   $11.511092   10.000000    10.819026   10.477293    11.153183   10.415849    34.612981   35.955883
- -----------------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                   1.272604     .673864     1.169814    1.340681      .771284     .386944     2.899199    3.474735
- -----------------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)           (1.770117)  (1.452714)   (1.099729)  (2.117415)   (1.484673)  (1.082752)   (4.479225)  (3.384084)
- -----------------------------------------------------------------------------------------------------------------------------------
  Contract charges                  (.146308)  ( .110550)    (.139945)   (.129900)    (.137995)   (.130674)    (.443844)   (.470497)
- -----------------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     $10.867271    9.110600    10.749166    9.570659    10.301799    9.589367    32.589111   35.576037
- -----------------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                   (6)%        (9)%(b)      (1)%        (9)%         (8)%        (8)%         (6)%        (1)%
===================================================================================================================================

1993
  Beginning unit value - Jan. 1   $10.000000        **      10.000000   10.000000    10.000000   10.000000    28.076548   30.029661
- -----------------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
     and dividends                  1.182306                  .620996     .763556     1.208371     .409348     2.810534    1.323037
- -----------------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             .471495                  .332942    (.155922)     .084471     .034341     4.147502    5.040278
- -----------------------------------------------------------------------------------------------------------------------------------
  Contract charges                  (.142709)                (.134912)   (.130341)    (.139659)   (.027840)    (.421603)   (.437093)
- -----------------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     $11.511092                10.819026   10.477293    11.153183   10.415849    34.612981   35.955883
- -----------------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                    15%(b)                    8%(b)       5%(b)       12%(b)       4%(b)       23%         20%
===================================================================================================================================
</TABLE>

  *An annualized rate of return cannot be determined as:

   (a)  Contract charges do not include the annual contract maintenance charge
        discussed in note 2; and

   (b)  This investment option was not utilized for the entire year indicated.

 **This investment option was not available or was not utilized.

***No other investment options were being utilized.


<PAGE>   10
                                                           SCHEDULE I, CONTINUED
                          NATIONWIDE VARIABLE ACCOUNT
                                 TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>

                                     FidMgln     FidPurtn    FidHiInc    Jan20Fd     MFSWdGvt     NWBdFd      NWFund
                                   ----------   ---------   ---------   ---------    ---------   ---------   ---------
<S>                                <C>          <C>         <C>          <C>         <C>         <C>         <C>
1995**
  Beginning unit value - Jan. 1    $11.964387   12.020413   16.267014    8.701036    31.104159   30.832258   45.095466
- ----------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     .938243     .761762    1.177771    1.991385     4.432437    2.340919    3.894595
- ----------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             3.445891    1.800691    2.155057    1.142737      .359301    5.062302    9.527720
- ----------------------------------------------------------------------------------------------------------------------
  Contract charges                   (.190447)   (.171974)   (.235421)   (.136112)    (.440914)   (.452607)   (.659844)
- ----------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31      $16.158074   14.410892   19.364421   11.699046    35.454983   37.782872   57.857937
- ----------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                     35%         20%         19%         34%          14%         23%         28%
======================================================================================================================

1994
  Beginning unit value - Jan. 1    $12.346838   11.972512   16.739460    9.451097    33.728667   33.991130   45.422888
- ----------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     .480494     .964375    1.533862     .025710     1.658769    2.317590    4.420863
- ----------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             (.704119)   (.757623)  (1.790091)   (.657508)   (3.874555)  (5.061696)  (4.160340)
- ----------------------------------------------------------------------------------------------------------------------
  Contract charges                   (.158826)   (.158851)   (.216217)   (.118263)    (.408722)   (.414766)   (.587945)
- ----------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31      $11.964387   12.020413   16.267014    8.701036    31.104159   30.832258   45.095466
- ----------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                    (3)%          0%        (3)%        (8)%         (8)%        (9)%        (1)%
======================================================================================================================

1993
  Beginning unit value - Jan. 1    $10.000000   10.000000   14.073333   10.000000    28.864451   31.104546   43.104048
- ----------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                    1.173742    1.451507    1.157225     .264912     3.190912    2.458273    3.251045
- ----------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             1.321301     .666192    1.712047    (.787472)    2.083311     .864801    (.371871)
- ----------------------------------------------------------------------------------------------------------------------
  Contract charges                   (.148205)   (.145187)   (.203145)   (.026343)    (.410007)   (.436490)   (.560334)
- ----------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31      $12.346838   11.972512   16.739460    9.451097    33.728667   33.991130   45.422888
- ----------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                     23%(b)      20%(b)      19%        (5)%(b)       17%          9%          5%
======================================================================================================================
</TABLE>

 *An annualized rate of return cannot be determined as:

   (a) Contract charges do not include the annual contract maintenance charge
       discussed in note 2; and

   (b) This investment option was not utilized for the entire year indicated.

**No other investment options were being utilized.



<PAGE>   11
                                                           SCHEDULE I, CONTINUED

                          NATIONWIDE VARIABLE ACCOUNT
                                 TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>


                                                   NWMyMkt
                                      NWGroFd    Pre 12/25/82   NWMyMkt     NBGuard     NBLtdMat    NBPartFd    OppGlob
                                    ---------    ------------  ---------   ---------   ---------    ---------   ---------
<S>                                 <C>          <C>           <C>         <C>         <C>          <C>         <C>
1995***
  Beginning unit value - Jan. 1     $51.535806     22.850271   18.146709    9.640402    9.833352    11.183371   13.503390
- -------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     6.923629      1.251864     .994176     .546753     .635595     1.728556     .955752
- -------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)              7.791689       .000000     .000000    2.533695     .401069     2.184589    1.269343
- -------------------------------------------------------------------------------------------------------------------------
  Contract charges                    (.779976)     (.305069)   (.242272)   (.149822)   (.134946)    (.171863)   (.189635)
- -------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31       $65.471148     23.797066   18.898613   12.571028   10.735070    14.924653   15.538850
- -------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                      27%           4%          4%          30%          9%          33%         15%
=========================================================================================================================

1994
  Beginning unit value - Jan. 1     $51.458079     22.315407   17.721943   10.000000    9.995028    11.548721   14.119303
- -------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     1.956402       .829315     .658609     .249418     .555641      .945341    1.418589
- -------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             (1.208860)      .000000     .000000    (.492915)   (.588488)   (1.162325)  (1.850696)
- -------------------------------------------------------------------------------------------------------------------------
  Contract charges                    (.669815)     (.294451)   (.233843)   (.116101)   (.128829)    (.148366)   (.183806)
- -------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31       $51.535806     22.850271   18.146709    9.640402    9.833352    11.183371   13.503390
- -------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                       0%           2%          2%         (4)%(b)     (2)%         (3)%        (4)%
=========================================================================================================================

1993
  Beginning unit value - Jan. 1     $46.832151     22.042019   17.504831         **    10.000000    10.000000   10.000000
- -------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     1.830294       .563931     .447841                 .190065     1.163476    1.251857
- -------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)              3.434588       .000000     .000000                (.162079)     .524641    3.014957
- -------------------------------------------------------------------------------------------------------------------------
  Contract charges                    (.638954)     (.290543)   (.230729)               (.032958)    (.139396)   (.147511)
- -------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31       $51.458079     22.315407   17.721943                9.995028    11.548721   14.119303
- -------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                      10%           1%          1%                       0%(b)       15%(b)      41%(b)
=========================================================================================================================
</TABLE>

  * An annualized rate of return cannot be determined as:

       (a)  Contract charges do not include the annual contract maintenance
            charge discussed in note 2; and

       (b)  This investment option was not utilized for the entire year 
            indicated.

 ** This investment option was not available or was not utilized.

*** No other investment options were being utilized.



<PAGE>   12
- --------------------------------------------------------------------------------
                                                           SCHEDULE I, CONTINUED

                          NATIONWIDE VARIABLE ACCOUNT
                                 TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>

                                     PhxBalFd      StTotRet    TemForFd    TCGroInv    TCIntlEq    TCUltra      TCUSGvt
                                   ----------     ---------   ---------    ---------   ---------   ---------    ---------
<S>                                <C>           <C>          <C>          <C>         <C>         <C>          <C>
1995***
  Beginning unit value - Jan. 1    $ 9.338434     11.881033   10.000000    38.113717   10.000000    9.043121    18.748399
- -------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     .913359       .793239     .700873     6.277505     .010869     .581551     1.086234
- -------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             1.255938      2.394151     .523675     1.457594    1.867440    2.805900      .873119
- -------------------------------------------------------------------------------------------------------------------------
  Contract charges                   (.134514)     (.175237)   (.127025)    (.574675)   (.129398)   (.141497)    (.257798)
- -------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31      $11.373217     14.893186   11.097523    45.274141   11.748911   12.289075    20.449954
- -------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                     22%           25%         11%(b)      19%         17%(b)      36%           9%
=========================================================================================================================

1994
  Beginning unit value - Jan. 1    $10.000000     12.205201         **     39.197771        **      9.505758    19.087872
- -------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                     .295350       .172665                 5.656730                 .283163      .888205
- -------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)             (.843207)     (.340340)               (6.232359)               (.626504)    (.981660)
- -------------------------------------------------------------------------------------------------------------------------
  Contract charges                   (.113709)     (.156493)                (.508425)               (.119296)    (.246018)
- -------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31       $9.338434     11.881033                38.113717                9.043121    18.748399
- -------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                    (7)%(b)       (3)%                    (3)%                    (5)%         (2)%
=========================================================================================================================

1993
  Beginning unit value - Jan. 1           **     $10.000000         **     38.275689         **    10.000000    18.563845
- -------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                                   .191064                 4.379740                 .000000      .652799
- -------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                           2.158921                (2.963789)               (.468221)     .119394
- -------------------------------------------------------------------------------------------------------------------------
  Contract charges                                 (.144784)                (.493869)               (.026021)    (.248166)
- -------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                    $12.205201                39.197771                9.505758    19.087872
- -------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                   22%(b)                   2%                    (5)%(b)        3%
=========================================================================================================================
</TABLE>
   * An annualized rate of return cannot be determined as:

       (a)  Contract charges do not include the annual contract maintenance 
            charge discussed in note 2; and

       (b)  This investment option was not utilized for the entire year 
            indicated.

 **  This investment option was not available or was not utilized.

***  No other investment options were being utilized.
- --------------------------------------------------------------------------------

<PAGE>   13
- --------------------------------------------------------------------------------
                                                           SCHEDULE I, CONTINUED

                          NATIONWIDE VARIABLE ACCOUNT

                               NON-TAX QUALIFIED

                       SCHEDULES OF CHANGES IN UNIT VALUE

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                NWBdFd          NWFund       NWGroFd      NWMyMkt
                                              ----------      ---------     ---------    ---------
<S>                                           <C>             <C>           <C>          <C>
1995
  Beginning unit value - Jan. 1               $30.700082      46.971513     54.415339    22.994681
- --------------------------------------------------------------------------------------------------
  Reinvested capital gains and dividends        2.330893       4.056617      7.310483     1.259777
- --------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                        5.040599       9.924079      8.227039      .000000
- --------------------------------------------------------------------------------------------------
  Contract charges                              (.450674)      (.687292)     (.823547)    (.306998)
- --------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 $37.620900      60.264917     69.129314    23.947460
- --------------------------------------------------------------------------------------------------
  Percentage increase (decrease) in
      unit value*                                  23%            28%           27%          4%
==================================================================================================

1994
  Beginning unit value - Jan. 1               $33.845410      47.312558     54.333269    22.456439
- --------------------------------------------------------------------------------------------------
  Reinvested capital gains and dividends        2.307668       4.604779      2.065716      .834547
- --------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                       (5.040000)     (4.333421)    (1.276404)     .000000
- --------------------------------------------------------------------------------------------------
  Contract charges                              (.412996)      (.612403)     (.707242)    (.296305)
- --------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 $30.700082      46.971513     54.415339    22.994681
- --------------------------------------------------------------------------------------------------
  Percentage increase (decrease) in
      unit value*                                 (9)%           (1)%            0%          2%
==================================================================================================

1993
  Beginning unit value - Jan. 1               $30.971200      44.897247     49.448867    22.181323
- --------------------------------------------------------------------------------------------------
  Reinvested capital gains and dividends        2.447737       3.386294      1.932560      .567483
- --------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                         .861084       (.387333)     3.626496      .000000
- --------------------------------------------------------------------------------------------------
  Contract charges                              (.434611)      (.583650)     (.674654)    (.292367)
- --------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 $33.845410      47.312558     54.333269    22.456439
- --------------------------------------------------------------------------------------------------
  Percentage increase (decrease) in
      unit value*                                   9%             5%           10%          1%
==================================================================================================
</TABLE>

*An annualized rate of return cannot be determined as contract charges do not
 include the annual contract maintenance charge discussed in note 2.


See note 3.
- -------------------------------------------------------------------------------




<PAGE>   51

<PAGE>   1


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


The Board of Directors
Nationwide Life Insurance Company:

We have audited the consolidated financial statements of Nationwide Life
Insurance Company (a wholly owned subsidiary of Nationwide Corporation) and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the financial
statement schedules as listed in the accompanying index. These consolidated
financial statements and financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements and financial statement schedules 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.

Participating insurance and the related surplus are discussed in note 12. The
Company and its counsel are of the opinion that the ultimate ownership of the
participating surplus in excess of the contemplated equitable policyholder
dividends belongs to the shareholder. The accompanying consolidated financial
statements are presented on such basis.

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, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.

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

In 1993, the Company adopted the provisions of SFAS No. 109,  Accounting for
Income Taxes and SFAS No. 106,  Employers'  Accounting for Postretirement
Benefits Other Than Pensions.


                                                   KPMG Peat Marwick LLP


Columbus, Ohio
February 26, 1996



<PAGE>   2
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                          Consolidated Balance Sheets
                           December 31, 1995 and 1994

                                (000's omitted)

<TABLE>
<CAPTION>
                                        ASSETS                                                1995               1994
                                        ------                                          -----------------   ----------------   
<S>                                                                                             <C>               <C>         
Investments (notes 5, 8 and 9): 
  Securities available-for-sale, at fair value:
     Fixed maturities (cost $13,438,630 in 1995; $8,318,865 in 1994)                       $ 14,167,377        8,045,906
     Equity securities (cost $27,362 in 1995; $18,372 in 1994)                                   33,718           24,713
   Fixed maturities held-to-maturity, at amortized cost (fair value $3,602,310 in 1994)           -            3,688,787
   Mortgage loans on real estate                                                              4,786,599        4,222,284
   Real estate                                                                                  239,089          252,681
   Policy loans                                                                                 370,908          340,491
   Other long-term investments                                                                   67,280           63,914
   Short-term investments (note 13)                                                              45,732          131,643
                                                                                            -----------      -----------
                                                                                             19,710,703       16,770,419
                                                                                            -----------      -----------

Cash                                                                                             10,485            7,436
Accrued investment income                                                                       239,881          220,540
Deferred policy acquisition costs                                                             1,094,195        1,064,159
Deferred Federal income tax                                                                        --             36,515
Other assets                                                                                    795,169          790,603
Assets held in Separate Accounts (note 8)                                                    18,763,678       12,222,461
                                                                                            -----------      -----------
                                                                                            $40,614,111       31,112,133
                                                                                            ===========      ===========

                         LIABILITIES AND SHAREHOLDER'S EQUITY
                         ------------------------------------

Future policy benefits and claims (notes 6 and 8)                                            18,200,128       16,321,461
Policyholders' dividend accumulations                                                           353,554          338,058
Other policyholder funds                                                                         71,155           72,770
Accrued Federal income tax (note 7):

   Current                                                                                       34,064           13,126
   Deferred                                                                                     238,877                -  
                                                                                            -----------      -----------
                                                                                                272,941           13,126
                                                                                            -----------      -----------
Other liabilities                                                                               284,143          235,778
Liabilities related to Separate Accounts (note 8)                                            18,763,678       12,222,461
                                                                                            -----------      -----------
                                                                                             37,945,599       29,203,654
                                                                                            -----------      -----------
Shareholder's equity (notes 3, 4, 5, 7, 12 and 13):
   Capital shares, $1 par value.  Authorized 5,000 shares, issued and
     outstanding 3,815 shares                                                                    3,815             3,815
   Additional paid-in capital                                                                   673,782          622,753
   Retained earnings                                                                          1,606,607        1,401,579
   Unrealized gains (losses) on securities available-for-sale, net                              384,308         (119,668)
                                                                                            -----------      -----------
                                                                                              2,668,512        1,908,479
                                                                                            -----------      -----------
Commitments and contingencies (notes 9 and 15)

                                                                                            $40,614,111       31,112,133
                                                                                            ===========      ===========


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>   3

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                       Consolidated Statements of Income

                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                      1995            1994            1993     
                                                                                 ---------------  --------------  -------------
<S>                                                                                    <C>          <C>           <C>
Revenues (note 16):

   Traditional life insurance premiums                                                 $  274,957      209,538       215,715
   Accident and health insurance premiums                                                 509,658      324,524       312,655
   Universal life and investment product policy charges                                   307,676      239,021       188,057
   Net investment income (note 5)                                                       1,482,980    1,289,501     1,204,426
   Realized gains (losses) on investments  (notes 5 and 13)                                   836      (16,384)      113,673
                                                                                       ----------   ----------    ----------
                                                                                        2,576,107    2,046,200     2,034,526
                                                                                       ----------   ----------    ----------
Benefits and expenses:

   Benefits and claims                                                                  1,656,287    1,279,763     1,236,906
   Provision for policyholders' dividends on participating policies (note 12)              48,074       46,061        53,189
   Amortization of deferred policy acquisition costs                                       93,044       94,744       102,134
   Other operating costs and expenses                                                     458,970      352,402       329,396
                                                                                       ----------   ----------    ----------
                                                                                        2,256,375    1,772,970     1,721,625
                                                                                       ----------   ----------    ----------
      Income before Federal income tax expense and cumulative effect of
        changes in accounting principles                                                 319,732      273,230       312,901
                                                                                       ----------   ----------    ----------

Federal income tax expense (note 7):

   Current                                                                                103,464       79,847        75,124
   Deferred                                                                                 3,790        9,657        31,634
                                                                                       ----------   ----------    ----------
                                                                                          107,254       89,504       106,758
                                                                                       ----------   ----------    ----------

      Income before cumulative effect of changes in accounting principles                 212,478      183,726       206,143

Cumulative effect of changes in accounting principles, net (note 3)                            --           --         5,365
                                                                                       ----------   ----------    ----------

      Net income                                                                       $  212,478      183,726       211,508
                                                                                       ==========   ==========    ==========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>   4

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                             Unrealized
                                                                                           gains (losses)
                                                             Additional                    on securities        Total
                                                 Capital      paid-in        Retained      available-for-   shareholder's
                                                  shares      capital        earnings        sale, net          equity
                                                -----------   -----------   ----------- ----------------- ---------------
<S>                                              <C>          <C>          <C>             <C>             <C>
1993:

   Balance, beginning of year                     $   3,815      311,753    1,024,150          90,524       1,430,242
   Capital contributions                                 --      111,000           --              --         111,000
   Dividends paid to shareholder                         --           --      (17,805)             --         (17,805)
   Net income                                            --           --      211,508              --         211,508
   Unrealized losses on equity securities, net           --           --           --         (83,777)        (83,777)
                                                 ----------   ----------    ----------     ----------      ----------
   Balance, end of year                          $    3,815      422,753    1,217,853           6,747       1,651,168
                                                 ==========   ==========    =========      ==========      ==========

1994:

   Balance, beginning of year                         3,815      422,753    1,217,853           6,747       1,651,168
   Capital contribution                                  --      200,000           --              --         200,000
   Net income                                            --           --      183,726              --         183,726
   Adjustment for change in accounting for
      certain investments in debt and equity
      securities, net (note 3)                           --           --           --         216,915         216,915
   Unrealized losses on securities available-
      for-sale, net                                      --           --           --        (343,330)       (343,330)
                                                 ----------   ----------   ----------      ----------      ---------- 
   Balance, end of year                          $    3,815      622,753    1,401,579        (119,668)      1,908,479
                                                 ==========   ==========   ==========      ==========      ========== 
 
1995:

   Balance, beginning of year                         3,815      622,753    1,401,579        (119,668)      1,908,479
   Capital contribution (note 13)                        --       51,029           --          (4,111)         46,918
   Dividends paid to shareholder                         --           --       (7,450)             --          (7,450)
   Net income                                            --           --      212,478              --         212,478
   Unrealized gains on securities available-
       for-sale, net                                     --           --           --         508,087         508,087
                                                 ----------   ----------   ----------      ----------      ----------
   Balance, end of year                          $    3,815      673,782    1,606,607         384,308       2,668,512
                                                 ==========   ==========   ==========      ==========      ========== 
                                                


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>   5

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                     Consolidated Statements of Cash Flows

                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                     1995            1994            1993      
                                                                               --------------    ------------     -----------
<S>                                                                           <C>             <C>             <C>
  Cash flows from operating activities:

   Net income                                                                    $   212,478        183,726        211,508
   Adjustments to reconcile net income to net cash provided by operating
      activities:

         Capitalization of deferred policy acquisition costs                        (349,456)      (264,434)      (191,994)
         Amortization of deferred policy acquisition costs                            93,044         94,744        102,134
         Amortization and depreciation                                                10,319          6,207         11,156
         Realized losses (gains) on invested assets, net                                 717         15,949       (113,648)
         Deferred Federal income tax expense (benefit)                                 4,023         (2,166)        (6,006)
         Increase in accrued investment income                                       (19,341)       (29,654)        (4,218)
         Increase in other assets                                                     (3,227)      (112,566)      (549,277)
         Increase in policy liabilities                                              198,200      1,038,641        509,370
         Increase in policyholders' dividend accumulations                            15,496         15,372         17,316
         Increase in accrued Federal income tax payable                               20,938            832         16,838
         Increase in other liabilities                                                48,365         17,826         26,958
         Other, net                                                                  (20,556)       (19,303)       (11,745)
                                                                                 -----------    -----------    ------------
            Net cash provided by operating activities                                211,000        945,174         18,392
                                                                                 -----------    -----------    -----------

Cash flows from investing activities:

   Proceeds from maturity of securities available-for-sale                           706,442        579,067             --
   Proceeds from sale of securities available-for-sale                               131,420        247,876         247,502
   Proceeds from maturity of fixed maturities held-to-maturity                       633,173        516,003       1,192,093
   Proceeds from sale of fixed maturities                                                 --             --          33,959
   Proceeds from repayments of mortgage loans on real estate                         215,134        220,744         146,047
   Proceeds from sale of real estate                                                  48,477         46,713          23,587
   Proceeds from repayments of policy loans and sale of other invested assets         79,620        134,998          59,643
   Cost of securities available-for-sale acquired                                 (2,232,047)    (2,569,672)        (12,550)
   Cost of fixed maturities held-to-maturity acquired                               (669,449)      (675,835)     (2,016,831)
   Cost of mortgage loans on real estate acquired                                   (821,078)      (627,025)       (475,336)
   Cost of real estate acquired                                                      (10,970)       (15,962)         (8,827)
   Policy loans issued and other invested assets acquired                            (92,904)      (118,012)        (76,491)
                                                                                 -----------    -----------    ------------
            Net cash used in investing activities                                 (2,012,182)    (2,261,105)      (887,204)
                                                                                 -----------    -----------    -----------

Cash flows from financing activities:

   Proceeds from capital contributions                                                46,918        200,000        111,000
   Dividends paid to shareholder                                                      (7,450)            --        (17,805)
   Increase in universal life and investment product account balances              3,202,135      3,640,958      2,249,740
   Decrease in universal life and investment product account balances             (1,523,283)    (2,449,580)    (1,458,504)
                                                                                 -----------    -----------    -----------
            Net cash provided by financing activities                              1,718,320      1,391,378        884,431
                                                                                 -----------    -----------    -----------

Net (decrease) increase in cash and cash equivalents                                 (82,862)        75,447         15,619

Cash and cash equivalents, beginning of year                                         139,079         63,632         48,013
                                                                                 -----------    -----------    -----------
Cash and cash equivalents, end of year                                           $    56,217        139,079         63,632
                                                                                 ===========    ===========    ===========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>   6
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
                 Notes to Consolidated Financial Statements

                       December 31, 1995, 1994 and 1993

                               (000's omitted)


(1)   ORGANIZATION AND DESCRIPTION OF BUSINESS

      Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary of
      Nationwide Corporation (Corp.). Wholly-owned subsidiaries of NLIC include
      Nationwide Life and Annuity Insurance Company (NLAIC) (formerly known as
      Financial Horizons Life Insurance Company), West Coast Life Insurance
      Company (WCLIC), Employers Life Insurance Company of Wausau and
      subsidiaries (ELICW), National Casualty Company (NCC) and Nationwide
      Financial Services, Inc. (NFS).  NLIC and its subsidiaries are
      collectively referred to as "the Company."
                        
      NLIC, NLAIC, WCLIC and ELICW are life and accident and health insurers
      and NCC is a property and casualty insurer. The Company is licensed in
      all 50 states, the District of Columbia, the Virgin Islands and Puerto
      Rico. The Company offers a full range of life insurance, health insurance
      and annuity products through exclusive agents, brokers and other
      distribution channels and is subject to competition from other insurers
      throughout the United States. The Company is subject to regulation by the
      Insurance Departments of states in which it is licensed, and undergoes
      periodic examinations by those departments.
        
      The following is a description of the most significant risks  facing      
      life and health insurers and how the Company mitigates those risks:
        
         LEGAL/REGULATORY RISK is the risk that changes in the legal or
         regulatory environment in which an insurer operates will create
         additional expenses not anticipated by the insurer in pricing its
         products. That is, regulatory initiatives designed to reduce insurer
         profits, new legal theories or insurance company insolvencies through
         guaranty fund assessments may create costs for the insurer beyond
         those currently recorded in the consolidated financial statements. The
         Company mitigates this risk by offering a wide range of products and
         by operating throughout the United States, thus reducing its exposure
         to any single product or jurisdiction, and also by employing
         underwriting practices which identify and minimize the adverse impact
         of this risk.
        
         CREDIT RISK is the risk that issuers of securities owned by the
         Company or mortgagors on mortgage loans on real estate owned by the
         Company will default or that other parties, including reinsurers,
         which owe the Company money, will not pay. The Company minimizes this
         risk by adhering to a conservative investment strategy, by maintaining
         sound reinsurance and credit and collection policies and by
         providing for any amounts deemed uncollectible.
        
         INTEREST RATE RISK is the risk that interest rates will change and
         cause a decrease in the value of an insurer's investments. This change
         in rates may cause certain interest-sensitive products to become
         uncompetitive or may cause disintermediation. The Company mitigates
         this risk by charging fees for non-conformance with certain policy
         provisions, by offering products that transfer this risk to the
         purchaser, and/or by attempting to match the maturity schedule of its
         assets with the expected payouts of its liabilities. To the extent
         that liabilities come due more quickly than assets mature, an insurer
         would have to borrow funds or sell assets prior to maturity and
         potentially recognize a gain or loss.
        
(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The significant accounting policies followed by the Company that
      materially affect financial reporting are summarized below. The
      accompanying consolidated financial statements have been prepared in
      accordance with generally accepted accounting principles (GAAP) which
      differ from statutory accounting practices prescribed or permitted by
      regulatory authorities. See note 4.



<PAGE>   7

              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

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 December 31, 1995 consolidated financial statements include the
    accounts of NLIC and its wholly owned subsidiaries NLAIC, WCLIC, ELICW, NCC
    and NFS. The December 31, 1994 and 1993 consolidated financial statements
    include the accounts of NLIC, NLAIC, WCLIC, NCC and NFS. The December 31,
    1994 consolidated balance sheet also includes the accounts of ELICW, which
    was acquired by NLIC effective December 31, 1994. See Note 13. All
    significant intercompany balances and transactions have been eliminated.

(b) VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES

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

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

    Real estate is carried at cost less accumulated depreciation and valuation
    allowances. Other long-term investments are carried on the equity basis,    
    adjusted for valuation allowances.

    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.                                      

    In March, 1995, the Financial Accounting Standards Board (FASB) issued
    STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121 - ACCOUNTING FOR THE
    IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF
    (SFAS 121). SFAS 121 requires impairment losses to be 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. SFAS 121 also addresses
    the accounting for long-lived assets that are expected to be disposed of.
    The statement is effective for fiscal years beginning after December 15,
    1995 and earlier application is permitted. Previously issued consolidated
    financial statements shall not be restated. The Company will adopt SFAS 121 
    in 1996 and the impact on the consolidated financial statements is not
    expected to be material. 


<PAGE>   8

              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

(c) REVENUES AND BENEFITS

    TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
    products include those products with fixed and guaranteed premiums and
    benefits and consist primarily of whole life, limited-payment life, term
    life 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.

    UNIVERSAL LIFE AND INVESTMENT PRODUCTS: Universal life products include
    universal life, variable universal life and other interest-sensitive life
    insurance policies. Investment products consist primarily of individual and
    group deferred annuities, annuities without life contingencies and
    guaranteed investment contracts. Revenues for universal life and investment
    products consist of 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 benefits and claims incurred in the period in
    excess of related policy account balances and interest credited to policy
    account balances.

    ACCIDENT AND HEALTH INSURANCE: Accident and health insurance premiums
    are recognized as revenue over the terms of the policies. Policy claims are
    charged to expense in the period that the claims are incurred.

(d) DEFERRED POLICY ACQUISITION COSTS

    The costs of acquiring new business, principally commissions, certain
    expenses of the policy issue and underwriting department and certain
    variable agency expenses have been deferred. For traditional life and
    individual health 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. For
    universal life and investment 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).

(e) SEPARATE ACCOUNTS

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

(f) FUTURE POLICY BENEFITS

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

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


<PAGE>   9
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

    Future policy benefits and claims for collectively renewable long-term
    disability policies (primarily discounted at 5.2%) and group long-term
    disability policies (primarily discounted at 5.5%) are the present value of
    amounts not yet due on reported claims and an estimate of amounts to be
    paid on incurred but unreported claims. The impact of reserve discounting
    is not material. Future policy benefits and claims on other                 
    group health insurance policies are not discounted.
        
(g) PARTICIPATING BUSINESS

    Participating business represents approximately 45% (45% in 1994 and
    48% in 1993) of the Company's ordinary life insurance in force, 72% (72% in
    1994 and 1993) of the number of policies in force, and 39% (41% in 1994 and
    45% in 1993) of life insurance premiums. The provision for policyholder
    dividends is based on current dividend scales. Future dividends are
    provided for ratably in future policy benefits based on dividend scales in
    effect at the time the policies were issued. Dividend scales are approved
    by the Board of Directors.

    Income attributable to participating policies in excess of policyholder
    dividends is accounted for as belonging to the shareholder. See note 12.

(h) FEDERAL INCOME TAX

    NLIC, NLAIC, WCLIC and NCC file a consolidated Federal income tax
    return with Nationwide Mutual Insurance Company (NMIC), the majority
    shareholder of Corp. Through 1994, ELICW filed a consolidated Federal
    income tax return with Employers Insurance of Wausau A Mutual Company.
    Beginning in 1995, ELICW files a separate Federal income tax return.

    In 1993, the Company adopted STATEMENT OF FINANCIAL ACCOUNTING
    STANDARDS NO. 109 - ACCOUNTING FOR INCOME TAXES, which required a change
    from the deferred method of accounting for income tax of APB Opinion 11 to
    the asset and liability method of accounting for income tax. Under the
    asset and liability 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.

    The Company has reported the cumulative effect of the change in method
    of accounting for income tax in the 1993 consolidated statement of income.
    See note 3.

(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) CASH EQUIVALENTS

    For purposes of the consolidated statements of cash flows, the Company
    considers all short-term investments with original maturities of three
    months or less to be cash equivalents.


<PAGE>   10
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

         (k) RECLASSIFICATION

             Certain items in the 1994 and 1993 consolidated financial
             statements have been reclassified to conform to the 1995
             presentation.

(3)      CHANGES IN ACCOUNTING PRINCIPLES

         Effective January 1, 1994, the Company changed its method of
         accounting for certain investments in debt and equity securities in
         connection with the issuance of STATEMENT OF FINANCIAL ACCOUNTING
         STANDARDS NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
         EQUITY SECURITIES. As of January 1, 1994, the Company classified fixed
         maturity securities with amortized cost and fair value of $6,593,844
         and $7,024,736, respectively, as available-for-sale and recorded the
         securities at fair value. Previously, these securities were recorded
         at amortized cost. The effect as of January 1, 1994 has been recorded  
         as a direct credit to shareholder's equity as follows:

<TABLE>
<CAPTION>
           <S>                                                                  <C>
           Excess of fair value over amortized cost of fixed maturity
             securities available-for-sale                                      $ 430,892
           Adjustment to deferred policy acquisition costs                        (97,177) 
           Deferred Federal income tax                                           (116,800) 
                                                                                ---------  
                                                                                $ 216,915 
                                                                                =========  

         During 1993, the Company adopted accounting principles in connection
         with the issuance of two accounting standards by the FASB. The effect
         as of January 1, 1993, the date of adoption, has been recognized in
         the 1993 consolidated statement of income as the cumulative effect of
         changes in accounting principles, as follows:

           Asset/liability method of recognizing income tax (note 2(h))         $ 26,344 
           Accrual method of recognizing postretirement benefits other  
             than pensions (net of tax benefit of $11,296) (note 11)             (20,979)  
                                                                                --------   
                                                                                $  5,365 
                                                                                ======== 
 </TABLE>

(4)      BASIS OF PRESENTATION

         The consolidated financial statements have been prepared in accordance
         with GAAP. Annual Statements for NLIC and NLAIC, WCLIC, ELICW and NCC,
         filed with the Department of Insurance of the State of Ohio (the
         Department), California Department of Insurance, Wisconsin Insurance
         Department and Michigan Bureau of Insurance, respectively, are prepared
         on the basis of accounting practices prescribed or permitted by such
         regulatory authorities. 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.

         The statutory capital shares and surplus of NLIC as reported to
         regulatory authorities as of December 31, 1995, 1994 and 1993 was
         $1,363,031, $1,262,861 and $992,631, respectively. The statutory net
         income of NLIC as reported to regulatory authorities for the years
         ended December 31, 1995, 1994 and 1993 was $86,529, $76,532 and
         $185,943, respectively.                  


<PAGE>   11
 LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

(5)      INVESTMENTS

         An analysis of investment income by investment type follows for the 
         years ended December 31:

<TABLE>
<CAPTION>
                                                                 1995             1994            1993
                                                            -------------     ------------    ------------     
<S>                                                           <C>             <C>             <C>
   Gross investment income:
    Securities available-for-sale:
     Fixed maturities                                         $  772,589         674,346              --
     Equity securities                                             1,436             550           7,230
    Fixed maturities held-to-maturity                            232,692         193,009         800,255
    Mortgage loans on real estate                                410,965         376,783         364,810
    Real estate                                                   39,222          40,280          39,684
    Short-term investments                                        12,249           6,990           5,080
    Other                                                         61,701          42,831          33,832
                                                              ----------      ----------      ----------
          Total investment income                              1,530,854       1,334,789       1,250,891
   Less investment expenses                                       47,874          45,288          46,465
                                                              ----------      ----------      ----------
          Net investment income                               $1,482,980       1,289,501       1,204,426
                                                              ==========      ==========      ==========
</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>
                                                                 1995             1994           1993      
                                                           ---------------   -------------  --------------
<S>                                                           <C>               <C>              <C>
    Securities available-for-sale:     
     Fixed maturities                                         $  6,792            (7,120)              --
     Equity securities                                           3,435             1,427          129,728
    Fixed maturities                                                --                --           20,225
    Mortgage loans on real estate                               (7,312)          (20,462)         (28,241)
    Real estate and other                                       (2,079)            9,771           (8,039)
                                                              --------          --------         --------
                                                              $    836           (16,384)         113,673
                                                              ========          ========         ========
</TABLE>


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

<TABLE>
<CAPTION>
                                                                                1995             1994     
                                                                            ---------------   -------------
<S>                                                                           <C>              <C>
    Gross unrealized gains (losses)                                           $ 735,103         (266,618)
    Adjustment to deferred policy acquisition costs                            (143,851)          82,525
    Deferred Federal income tax                                                (206,944)          64,425
                                                                              ---------        ---------
                                                                              $ 384,308         (119,668)
                                                                              =========        ========= 
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 1995             1994            1993     
                                                            ---------------   -------------   -------------
<S>                                                           <C>            <C>            <C>
    Securities available-for-sale:
     Fixed maturities                                         $ 1,001,706       (703,851)           --
     Equity securities                                                 15         (1,990)      (128,837)
    Fixed maturities held-to-maturity                              86,477       (421,427)       223,392
                                                              -----------    -----------    -----------
                                                              $ 1,088,198     (1,127,268)        94,555
                                                              ===========    ===========    ===========
</TABLE>

<PAGE>   12
 LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                                                 
            Notes to Consolidated Financial Statements, Continued

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

<TABLE>
<CAPTION>
                                                                            Gross         Gross
                                                           Amortized     unrealized     unrealized     Estimated
                                                              cost          gains         losses       fair value
                                                         --------------  ------------ ------------- ---------------
<S>                                                        <C>               <C>           <C>           <C>
 Fixed maturities:

  U.S. Treasury securities and obligations of U.S.
    government corporations and agencies                   $   438,109        36,714            (53)       474,770
  Obligations of states and political subdivisions               9,742         1,252             (1)        10,993
  Debt securities issued by foreign governments                162,442         9,641            (66)       172,017
  Corporate securities                                       8,902,494       524,796        (30,561)     9,396,729
  Mortgage-backed securities                                 3,925,843       196,645         (9,620)     4,112,868
                                                             ---------   -----------    -----------    -----------
      Total fixed maturities                                13,438,630       769,048        (40,301)    14,167,377
 Equity securities                                              27,362         6,441            (85)        33,718
                                                            ----------   -----------    -----------    -----------
                                                           $13,465,992       775,489        (40,386)    14,201,095
                                                           ===========   ===========    ============   ===========
</TABLE>


The amortized cost and estimated fair value of securities available-for-sale 
and fixed maturities held-to-maturity were as follows as of December 31, 1994:

<TABLE>
<CAPTION>
                                                                            Gross         Gross
                                                           Amortized     unrealized     unrealized     Estimated
                                                              cost          gains         losses       fair value
                                                         -------------  ------------- ------------- ---------------
<S>                                                           <C>            <C>           <C>         <C>
SECURITIES AVAILABLE-FOR-SALE 
 Fixed maturities:
  U.S. Treasury securities and obligations of U.S.
      government corporations and agencies                    $  393,156        1,794       (18,941)      376,009
  Obligations of states and political subdivisions                 2,202           55           (21)        2,236
  Debt securities issued by foreign governments                  177,910          872        (9,205)      169,577
  Corporate securities                                         4,201,738       50,405      (128,698)    4,123,445
  Mortgage-backed securities                                   3,543,859       18,125      (187,345)    3,374,639
                                                              ----------    ----------    ----------    ---------
        Total fixed maturities                                 8,318,865       71,251      (344,210)    8,045,906
 Equity securities                                                18,372        6,637          (296)       24,713
                                                              ----------    ----------    ----------    ---------
                                                              $8,337,237       77,888      (344,506)    8,070,619
                                                              ==========    =========     ==========    =========

FIXED MATURITY SECURITIES HELD-TO-MATURITY
  Obligations of states and political subdivisions           $   11,613           92           (255)       11,450
  Debt securities issued by foreign governments                  16,131          111            (39)       16,203
  Corporate securities                                        3,661,043       34,180       (120,566)    3,574,657
                                                              ----------    ----------    ----------    ---------
                                                             $3,688,787       34,383       (120,860)    3,602,310
                                                              ==========    ==========    ==========    =========
</TABLE>



<PAGE>   13
                                       
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)
                                       
             Notes to Consolidated Financial Statements, Continued

The amortized cost and estimated fair value of fixed maturity securities
available-for-sale as of December 31, 1995, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.

<TABLE>
<CAPTION>
                                                    Amortized          Estimated
                                                      cost            fair value
                                                    -----------       ------------
                                                       
<S>                                                 <C>             <C>
FIXED MATURITY SECURITIES AVAILABLE-FOR-SALE
- --------------------------------------------
Due in one year or less                             $   641,490         647,639
Due after one year through five years                 5,365,703       5,623,126
Due after five years through ten years                2,477,457       2,609,262
Due after ten years                                   1,028,137       1,174,482
                                                    -----------     -----------
                                                      9,512,787      10,054,509
Mortgage-backed securities                            3,925,843       4,112,868
                                                    -----------     -----------
                                                    $13,438,630      14,167,377
                                                    ===========     ===========
</TABLE>

Proceeds from the sale of securities available-for-sale during 1995 and 1994
were $131,420 and $247,876, respectively, while proceeds from sales of
investments in fixed maturity securities during 1993 were $33,959. Gross gains
of $7,197 ($3,406 in 1994 and $2,413 in 1993) and gross losses of $2,309
($21,866 in 1994 and $39 in 1993) were realized on those sales.

During 1995, the Company transferred fixed maturity securities classified as
held-to-maturity with amortized cost of $27,929 to available-for-sale
securities due to evidence of a significant deterioration in the issuer's
creditworthiness.  The transfer of those fixed maturity securities resulted in
a gross unrealized loss of $4,285.

As permitted by the FASB's Special Report, A GUIDE TO IMPLEMENTATION OF
STATEMENT 115 ON ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES, issued in November, 1995, the Company transferred all of its fixed
maturity securities previously classified as held-to-maturity to
available-for-sale. As of December 14, 1995, the date of transfer, the fixed
maturity securities had amortized cost of $3,705,644, resulting in a gross
unrealized gain of $171,531.

Investments that were non-income producing for the twelve month period
preceding December 31, 1995 amounted to $28,958 ($11,513 for 1994) and
consisted of $8,228 (none in 1994) in fixed maturity securities, $14,740
($11,111 in 1994) in real estate and $5,990 ($402 in 1994) in other long-term
investments.

Real estate is presented at cost less accumulated depreciation of $30,931 in
1995 ($29,275 in 1994) and valuation allowances of $26,250 in 1995 ($27,330 in
1994).

Other long-term investments are presented net of valuation allowances of $457
as of December 31, 1995. There were no such valuation allowances as of December
31, 1994.

As of December 31, 1995, the recorded investment of mortgage loans on real
estate considered to be impaired (under STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 114, ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN as amended
by STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 118, ACCOUNTING BY CREDITORS
FOR IMPAIRMENT OF A LOAN - INCOME RECOGNITION AND DISCLOSURE) was $44,995,
which includes $23,975 of impaired mortgage loans on real estate for which the
related valuation allowance was $5,276 and $21,020 of impaired mortgage loans
on real estate for which there was no valuation allowance. During 1995, the
average recorded investment in impaired mortgage loans on real estate was
approximately $22,621 and interest income recognized on those loans was $416,
which is equal to interest income recognized using a cash-basis method of
income recognition.

<PAGE>   14
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

    Activity in the valuation allowance account for mortgage loans on real 
    estate is summarized for the year ended December 31, 1995:

<TABLE>
<CAPTION>
                                                                1995
                                                              --------
    <S>                                                        <C>
    Allowance, beginning year                               $ 47,892
         Additions charged to operations                       7,653
         Direct write-downs charged against the allowance     (4,850)
                                                            -------- 
    Allowance, end of year                                  $ 50,695
                                                            ========
</TABLE>

    Foresclosures of mortgage loans on real estate were $37,187 in 1994 and
    mortgage loans on real estate in process of foreclosure or in-substance
    foreclosed as of December 31, 1994 totaled $19,878, which approximated fair
    value.

    Fixed maturity securities with an amortized cost of $13,982 and $11,137 as
    of December 31, 1995 and 1994, respectively, were on deposit with various
    regulatory agencies as required by law.


(6) FUTURE POLICY BENEFITS AND CLAIMS

    The liability for future policy benefits for investment contracts represents
    approximately 82% and 81% of the total liability for future policy benefits 
    as of December 31, 1995 and 1994, respectively. The average interest rate 
    credited on investment product policies was approximately 6.5%, 6.5% and 
    7.0% for the years ended December 31, 1995, 1994 and 1993, respectively.

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

       INTEREST RATES:  Interest rates vary as follows:
       
<TABLE>
<CAPTION>

                                                                                                   Health
          Year of issue                         Life Insurance                                    insurance
          --------------      ------------------------------------------------------------     ---------------                     
           <S>                <C>                                                                 <C>        
           1995               7.6%, not graded - permanent contracts with loan provisions         4.5%
                              7.7%, not graded - all other contracts
           1984-1994          6.0% to 10.5%, not graded                                           5.0% to 6.0%
           1966-1983          6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%                  3.5% to 6.0%
           1965 and prior     generally lower than post 1965 issues                               3.5% to 4.0%
</TABLE>


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

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



<PAGE>   15
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    Activity in the liability for unpaid claims and claim adjustment expenses is
    summarized for the years ended December 31:

<TABLE>
<CAPTION>
                                                                      1995           1994            1993      
                                                                     ----------    ----------    ---------
      <S>                                                             <C>            <C>         <C>
      Balance, beginning of year                                      $ 637,998      592,180      760,209 
         Less reinsurance recoverables                                  438,761      430,720      547,683 
                                                                      ---------    ---------    --------- 
               Net balance, beginning of year                           199,237      161,460      212,526 
                                                                      ---------    ---------    --------- 
      Incurred related to:         
         Current year                                                   425,907      273,299      309,721 
         Prior years                                                    (17,203)     (26,156)     (26,248)
                                                                      ---------    ---------    --------- 
            Total incurred                                              408,704      247,143      283,473 
                                                                      ---------    ---------    --------- 
      Paid related to:      
         Current year                                                   290,605      175,700      208,978 
         Prior years                                                    111,353       73,889      125,561 
                                                                      ---------    ---------    --------- 
            Total paid                                                  401,958      249,589      334,539 
                                                                      ---------    ---------    --------- 
      Unpaid claims of acquired companies                                 2,542       40,223         --   
                                                                      ---------    ---------    --------- 
               Net balance, end of year                                 208,525      199,237      161,460 
         Plus reinsurance recoverables                                  491,321      438,761      430,720 
                                                                      ---------    ---------    --------- 
      Balance, end of year                                            $ 699,846      637,998      592,180 
                                                                      =========    =========    ========= 
</TABLE>

    Reinsurance recoverables include amounts from affiliates, as discussed in 
    note 13, of $477,912, $430,936, $430,278 and $534,983 as of December 31, 
    1995, 1994, 1993 and 1992, respectively.

    The provision for claims and claim adjustment expenses for prior years
    decreased in each of the three years ended December 31, 1995 due to
    lower-than-anticipated costs to settle accident and health insurance claims.


(7) FEDERAL INCOME TAX

    The tax effects of temporary  differences that give rise to significant 
    components of the net deferred tax asset (liability) as of December 31, 
    1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                                       1995            1994
                                                                                     --------       --------           
      <S>                                                                           <C>            <C>  
      Deferred tax assets:
       Future policy benefits                                                       $ 179,916      124,044
       Fixed maturity securities available-for-sale                                      --         95,536
       Liabilities in Separate Accounts                                               129,120       94,783
       Mortgage loans on real estate and real estate                                   26,062       25,632
       Other policyholder funds                                                         7,752        7,137
       Other assets and other liabilities                                              47,215       57,528
                                                                                    ---------    ---------
         Total gross deferred tax assets                                              390,065      404,660
                                                                                    ---------    ---------
      Deferred tax liabilities:   
       Deferred policy acquisition costs                                              312,616      317,224
       Fixed maturity securities available-for-sale                                   266,184         --  
       Equity securities available-for-sale and other            
          long-term investments                                                         3,431        3,620
       Other                                                                           46,711       47,301
                                                                                    ---------    ---------
         Total gross deferred tax liabilities                                         628,942      368,145
                                                                                    ---------    ---------
                                                                                    $(238,877)      36,515
                                                                                    =========    =========
</TABLE>


 

<PAGE>   16
                                
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

     The Company has determined that valuation allowances are not necessary as
     of December 31, 1995, 1994 and 1993 based on its analysis of future 
     deductible amounts. 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. All future 
     deductible amounts can be offset by future taxable amounts or recovery of
     Federal income tax paid within the statutory carryback period. In 
     addition, for future deductible amounts for securities available-for-sale, 
     affiliates of the Company which are included in the same consolidated 
     Federal income tax return hold investments that could be sold for capital 
     gains that could offset capital losses realized by the Company should 
     securities available-for-sale be sold at a loss.

<TABLE>
     Total Federal income tax expense for the years ended December 31, 1995, 
     1994 and 1993 differs from the amount computed by applying the U.S. 
     Federal income tax rate to income before tax as follows:
                                                                                                           
<CAPTION>
                                                                 1995                      1994                    1993       
                                                         ----------------------   ----------------------   ----------------------
                                                                Amount     %            Amount     %            Amount      %
                                                         ---------------  -----   --------------  ------   -------------  -------
      <S>                                                    <C>          <C>        <C>          <C>       <C>          <C>
      Computed (expected) tax expense                        $ 111,906    35.0       $  95,631    35.0      $ 109,515     35.0 
      Tax exempt interest and dividends                                                                                    
         received deduction                                       (137)   (0.1)           (194)   (0.1)        (2,322)    (0.7)
      Current year increase in U.S. Federal                                                                                
         income tax rate                                            --      --              --      --          1,704      0.5 
      Other, net                                                (4,515)   (1.4)         (5,933)   (2.1)        (2,139)    (0.7)
                                                             ---------    ----       ---------    ----      ---------     ----
            Total (effective rate of each year)              $ 107,254    33.5       $  89,504    32.8      $ 106,758     34.1 
                                                             =========    ====       =========    ====      =========     ====

</TABLE>


     Total Federal income tax paid was $75,309, $87,576 and $58,286 during the 
     years ended December 31, 1995, 1994 and 1993, respectively.

     Prior to 1984, the Life Insurance Company Income Tax Act of 1959 as 
     amended by the Deficit Reduction Act of 1984 (DRA), permitted the deferral 
     from taxation of a portion of statutory income under certain       
     circumstances. In these situations, the deferred income was accumulated in
     the  Policyholders' Surplus Account (PSA).  Management considers the
     likelihood  of distributions from the PSA to be remote; therefore, no
     Federal income  tax has been provided for such distributions in the
     consolidated financial  statements. The DRA eliminated any additional
     deferrals to the PSA. Any  distributions from the PSA, however, will
     continue to be taxable at the  then current tax rate. The balance of the
     PSA was approximately $35,344 as  of December 31, 1995.

(8)  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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



<PAGE>   17
                                      
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

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

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

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

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

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


         SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of
         assets held in Separate Accounts is based on quoted market prices. The
         fair value of liabilities related to Separate Accounts is the
         amount payable on demand.

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

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

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

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

<PAGE>   18

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    Carrying amount and estimated fair value of financial instruments
    subject to SFAS 107 and policy reserves on life insurance contracts were
    as follow as of December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                      
                                                     1995                          1994
                                           --------------------------   -------------------------
                                             Carrying      Estimated      Carrying     Estimated
                                              amount       fair value      amount      fair value
                                           -----------    -----------   -----------   -----------
<S>                                        <C>            <C>           <C>           <C>
ASSETS
- ------
Investments:
   Securities available-for-sale:
      Fixed maturities                     $14,167,377    14,167,377     8,045,906     8,045,906
      Equity securities                         33,718        33,718        24,713        24,713
   Fixed maturities held-to-maturity              --            --       3,688,787     3,602,310
   Mortgage loans on real estate             4,786,599     5,169,805     4,222,284     4,173,284
   Policy loans                                370,908       370,908       340,491       340,491
   Short-term investments                       45,732        45,732       131,643       131,643
Cash                                            10,485        10,485         7,436         7,436
Assets held in Separate Accounts            18,763,678    18,763,678    12,222,461    12,222,461

LIABILITIES
- -----------
Investment contracts                        13,561,943    13,221,724    12,189,894    11,657,556
Policy reserves on life insurance contacts   3,695,814     3,659,074     3,170,085     2,934,384
Policyholders' dividend accumulations          353,554       353,554       338,058       338,058
Other policyholder funds                        71,155        71,155        72,770        72,770
Liabilities related to Separate Accounts    18,763,678    18,224,933    12,222,461    11,807,331
</TABLE>


(9) ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURES
    -------------------------------------------- 

    FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a party to
    financial instruments with off-balance-sheet risk in the normal course of
    business through management of its investment portfolio. These financial
    instruments include commitments to extend credit in the form of loans. These
    instruments involve, to varying degrees, elements of credit risk in excess
    of amounts recognized on the consolidated balance sheets.

    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 80% 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 $361,974 extending into 1996 were
    outstanding as of December 31, 1995.

    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 20% (22%
    in 1994) in any geographic area and no more than 2% (2% in 1994) with any
    one borrower.


<PAGE>   19

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    The summary below depicts loans by remaining principal balance as of
    December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                                              Apartment
                                                            Office    Warehouse     Retail     & other      Total
                                                          ---------   ---------   ---------   ---------   ---------
<S>                                                       <C>         <C>         <C>         <C>         <C>
1995:
 East North Central                                      $ 140,732     110,361     534,814     184,201     970,108
 East South Central                                         23,978      15,653     183,790      84,588     308,009
 Mountain                                                     --        18,940     144,156      48,727     211,823
 Middle Atlantic                                           124,079      72,201     183,562      18,383     398,225
 New England                                                 9,594      39,526     153,644           1     202,765
 Pacific                                                   190,628     239,687     395,914     107,650     933,879
 South Atlantic                                            101,904      74,731     458,355     279,692     914,682
 West North Central                                        134,866      14,205      81,521      37,586     268,178
 West South Central                                         69,143      99,618     194,717     272,323     635,801
                                                          ---------   ---------   ---------   ---------   ---------
                                                          $ 794,924     684,922   2,330,473   1,033,151   4,843,470
                                                          =========   =========   =========   =========            
     Less valuation allowances and unamortized discount                                                      56,871  
                                                                                                          ---------
                Total mortgage loans on real estate, net                                                 $4,786,599     
                                                                                                          =========
</TABLE>


<TABLE>
<CAPTION>
                                                                                              Apartment
                                                            Office    Warehouse     Retail     & other      Total
                                                          ---------   ---------   ---------   ---------   ---------
<S>                                                       <C>         <C>         <C>         <C>         <C>
1994:
 East North Central                                      $ 109,233     103,499     540,686     191,489     944,907
 East South Central                                         24,298      10,803     127,845      76,897     239,843
 Mountain                                                    3,150      13,770     140,358      39,682     196,960
 Middle Atlantic                                            61,299      53,285     140,847      30,111     285,542
 New England                                                10,536      43,282     139,131           4     192,953
 Pacific                                                   195,393     210,930     397,911      68,768     873,002
 South Atlantic                                             87,150      81,576     424,150     210,354     803,230
 West North Central                                        127,760      11,766      80,854       4,738     225,118
 West South Central                                         51,013      84,796     184,923     194,788     515,520
                                                          ---------   ---------   ---------   ---------   ---------
                                                          $ 669,832     613,707   2,176,705     816,831   4,277,075
                                                          =========   =========   =========   =========            
   Less valuation allowances and unamortized discount                                                        54,791
                                                                                                          ---------
        Total mortgage loans on real estate, net                                                         $4,222,284     
                                                                                                          =========
</TABLE>


(10)  PENSION PLAN
      ------------

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

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


<PAGE>   20

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

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

    Pension costs charged to operations by the Company during the years ended   
    December 31, 1995, 1994 and 1993 were $14,105, $10,451 and $6,702,
    respectively.

    The Company's net accrued pension expense as of December 31, 1995 and       
    1994 was $1,376 and $1,836, respectively.

    The net periodic pension cost for the Nationwide Insurance Companies and    
    Affiliates Retirement Plan as a whole for the years ended December 31,
    1995, 1994 and 1993 follows:

<TABLE>
<CAPTION>
                                                                 1995          1994          1993
                                                              ---------     ---------     ---------
     <S>                                                      <C>            <C>           <C>
     Service cost (benefits earned during the period)         $  64,524        64,740        47,694
     Interest cost on projected benefit obligation               95,283        73,951        70,543
     Actual return on plan assets                              (249,294)      (21,495)     (105,002)
     Net amortization and deferral                              143,353       (62,150)       20,832
                                                               ---------     ---------     ---------
                                                              $  53,866        55,046        34,067
                                                               =========     =========     =========
</TABLE>
                       
    Basis for measurements, net periodic pension cost:

<TABLE>
<CAPTION>

                                                                    1995          1994          1993               
                                                                 ---------     ---------     ---------             
     <S>                                                           <C>           <C>           <C>                 
     Weighted average discount rate                                7.50%         5.75%         6.75%               
     Rate of increase in future compensation levels                6.25%         4.50%         4.75%               
     Expected long-term rate of return on plan assets              8.75%         7.00%         7.50%               
</TABLE>                                                              
                                                                    
    Information regarding the funded status of the Nationwide Insurance
    Enterprise Retirement Plan as a whole as of December 31, 1995 
    (post-merger) and the Nationwide Insurance Companies and Affiliates 
    Retirement Plan as of December 31, 1995 (pre-merger) and 1994 follows:
        
     <TABLE>                                                                  
     <CAPTION>                                                          
                                                                   Post-merger     Pre-merger                      
                                                                      1995           1995           1994           
                                                                   -----------    -----------    -----------       
     <S>                                                           <C>            <C>            <C>               
          Accumulated benefit obligation:                                                                          
                                                                                                                   
          Vested                                                   $ 1,236,730      1,002,079        914,850       
          Nonvested                                                     26,503          8,998          7,570       
                                                                   -----------    -----------    -----------       
                                                                   $ 1,263,233      1,011,077        922,420       
                                                                   ===========    ===========    ===========       
                                                                                                                   
     Net accrued pension expense:                                                                                  
        Projected benefit obligation for services rendered                                                         
           to date                                                 $ 1,780,616      1,447,522      1,305,547       
        Plan assets at fair value                                    1,738,004      1,508,781      1,241,771       
                                                                   -----------    -----------    -----------       
           Plan assets (less than) in excess of  projected                                                         
              benefit obligation                                       (42,612)        61,259        (63,776)      
        Unrecognized prior service cost                                 42,845         42,850         46,201       
        Unrecognized net (gains) losses                                (63,130)       (86,195)        39,408       
        Unrecognized net obligation (asset) at transition               41,305        (19,841)       (21,994)                     
                                                                   -----------    -----------    -----------       
                                                                   $   (21,592)        (1,927)          (161)      
                                                                   ===========    ===========    ===========       
     </TABLE>                                                           
                                                                        

<PAGE>   21

              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

     Basis for measurements, funded status of plan:
                                                                     
      <TABLE>                                                        
      <CAPTION>                                                    
                                                          Post-merger       Pre-merger                                   
                                                             1995             1995              1994                     
                                                        ---------------  ---------------   ---------------               
     <S>                                                    <C>               <C>              <C>                       
     Weighed average discount rate                           6.00%             6.00%            7.50%                     
     Rate of increase in future compensation levels          4.25%             4.25%            6.25%                     
                                                                              
     </TABLE>                                                          
                                                                    
                                                                   
     Assets of the Nationwide Insurance Enterprise Retirement Plan are invested
     in group annuity contracts of NLIC and ELICW. Prior to the merger, the     
     assets of the Nationwide Insurance Companies and Affiliates Retirement 
     Plan were invested in a group annuity contract of NLIC.       
                                                                               
(11) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                                
     -------------------------------------------                               
                                                                             
     In addition to the defined benefit pension plan, the Company, together
     with other affiliated companies, participates in life and health care 
     defined benefit plans for qualifying retirees. Postretirement life and 
     health care benefits are contributory and generally available to full 
     time employees who have attained age 55 and have accumulated 15 years of 
     service with the Company after reaching age 40.  Postretirement health 
     care benefit contributions are adjusted annually and contain cost-sharing 
     features such as deductibles and coinsurance. In addition, there are caps
     on the Company's portion of the per-participant cost of the postretirement 
     health care benefits. These caps can increase annually, but not more than
     three  percent. The Company's policy is to fund the cost of health care
     benefits in amounts determined at the discretion of management. Plan 
     assets are invested primarily in group annuity contracts of NLIC.       

     Effective January 1, 1993, the Company adopted the provisions of STATEMENT
     OF FINANCIAL ACCOUNTING STANDARDS NO. 106 - EMPLOYERS' ACCOUNTING FOR 
     POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SFAS 106), which requires the
     accrual method of accounting for postretirement life and health care 
     insurance benefits based on actuarially determined costs to be recognized 
     over the period from the date of hire to the full eligibility date of 
     employees who are expected to qualify for such benefits.            
                                                                      
     The Company elected to immediately recognize its estimated accumulated
     postretirement benefit obligation as of January 1, 1993. Accordingly, a 
     noncash charge of $32,275 ($20,979 net of related income tax benefit) was
     recorded in the 1993 consolidated statement of income as a cumulative 
     effect of a change in accounting principle. See note 3. The adoption of    
     SFAS 106, including the cumulative effect of the change in accounting
     principle, increased the expense for postretirement benefits by $35,277 
     to $36,544 in 1993. 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, 1995 and 1994 was $51,490 and $36,001, respectively, and the
     net periodic postretirement benefit cost (NPPBC) for 1995 and 1994 was 
     $8,269 and $4,627, respectively.                                           
                                                                                
     The amount of NPPBC for the plan as a whole for the years ended 
     December 31, 1995, 1994 and 1993 was as follows:                     
                                                                      
     <TABLE>                                                          
     <CAPTION>                                                          
                                                                                   1995            1994          1993            
                                                                                 --------        --------      --------  
     <S>                                                                         <C>             <C>           <C>       
     Service cost - benefits attributed to employee service during the year      $  6,235           8,586         7,090  
     Interest cost on accumulated postretirement benefit obligation                14,151          14,011        13,928  
     Actual return on plan assets                                                  (2,657)         (1,622)         --    
     Amortization of unrecognized transition obligation of affiliates               2,966             568           568  
     Net amortization and deferral                                                 (1,619)          1,622          --    
                                                                                 --------        --------      --------  
                                                                                 $ 19,076          23,165        21,586  
                                                                                 ========        ========      ========  
     </TABLE>                                                                  


<PAGE>   22

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

       Information regarding the funded status of the plan as a whole as of
       December 31, 1995 and 1994 follows:                         
                                                                      
       <TABLE>                                                  
       <CAPTION>                                          
                                                                                     1995          1994                            
                                                                                   ---------    ---------                          
       <S>                                                                         <C>          <C>                                
       Accrued postretirement benefit expense:                                                                                     
          Retirees                                                                 $  88,680       76,677                          
          Fully eligible, active plan participants                                    28,793       22,013                          
          Other active plan participants                                              90,375       59,089                          
                                                                                   ---------    ---------                          
             Accumulated postretirement benefit obligation (APBO)                    207,848      157,779                          
          Plan assets at fair value                                                   54,325       49,012                          
                                                                                   ---------    ---------                          
             Plan assets less than accumulated postretirement benefit obligation    (153,523)    (108,767)                         
          Unrecognized transition obligation of affiliates                             1,827        6,577                          
          Unrecognized net gains                                                      (1,038)     (41,497)                         
                                                                                   ---------    ---------                          
                                                                                   $(152,734)    (143,687)                         
                                                                                   =========    =========                          
       </TABLE>                                                     
                                                                   
                                                                      
       Actuarial assumptions used for the measurement of the APBO as of    
       December 31, 1995 and 1994 and the NPPBC for 1995, 1994 and 1993 were 
       as follows:                                                    
                                                                       
       <TABLE>                                                     
       <CAPTION>                                                     
                                                          1995          1995          1994          1994          1993             
                                                          APBO         NPPBC          APBO          NPPBC         NPPBC            
                                                       -----------   -----------   ------------  ------------  ------------        
           <S>                                           <C>           <C>           <C>           <C>           <C>               
           Discount rate                                 6.75%            8%            8%            7%            8%             
           Assumed health care cost trend rate:                                                                                    
               Initial rate                                11%           10%           11%           12%           14%             
               Ultimate rate                                6%            6%            6%            6%            6%             
               Uniform declining period                  12 Years      12 Years      12 Years      12 Years      12 Years          
       </TABLE>                                               
                                                                   
       The health care cost trend rate assumption has an effect on the amounts 
       reported. For the plan as a whole, a one percentage point increase in 
       the assumed health care cost trend rate would increase the APBO as of 
       December 31, 1995 by $641 and the NPPBC for the year ended December 31,
       1995 by $107.                                                    
                                                                      
(12)   REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS AND DIVIDEND 
       RESTRICTIONS                                             
       -------------------------------------------------------------
                                                                          
       Each insurance company's state of domicile imposes minimum risk-based 
       capital requirements that were developed by the NAIC. The formulas for 
       determining the amount of risk-based capital specify various weighting 
       factors that are applied to financial balances or various levels of 
       activity based on the perceived degree of risk. Regulatory compliance 
       is determined by a ratio of the company's regulatory total adjusted 
       capital, as defined by the NAIC, to its authorized control level 
       risk-based capital, as defined by the NAIC. Companies below specific 
       trigger points or ratios are classified within certain levels, each of
       which requires specified corrective action. NLIC and each of its 
       insurance subsidiaries exceed the minimum risk-based capital 
       requirements.                                                            
                                                                    
       In accordance with the requirements of the New York statutes, the 
       Company has agreed with the Superintendent of Insurance of that state 
       that so long as participating policies and contracts are held by 
       residents of New York, no profits on participating policies and 
       contracts in excess of the larger of (a) ten percent of such profits or
       (b) fifty cents per year per thousand dollars of participating life 
       insurance in force, exclusive of group term, as of the year-end shall 
       inure to the benefit of the shareholder. Such New York statutes
       further provide that so long as such agreement is in effect, such 
       excess of profits shall be exhibited as "participating policyholders' 
       surplus" in annual statements filed with the Superintendent and shall 
       be used only for the payment or apportionment of dividends to 
       participating policyholders at least to the extent required by statute 
       or for the purpose of making up any loss on  participating policies.
                                                                       
<PAGE>   23

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

      In the opinion of counsel for the Company, the ultimate ownership of the
      entire surplus, however classified, of the Company resides with the
      shareholder, subject to the usual requirements under state laws and
      regulations that certain deposits, reserves and minimum surplus be
      maintained for the protection of the policyholders until all policy
      contracts are discharged.
                
      Based on the opinion of counsel with respect to the ownership of its
      surplus, the Company is of the opinion that the earnings attributable to
      participating policies in excess of the amounts paid as dividends to
      policyholders belong to the shareholder rather than the policyholders,
      and such earnings are so treated by the Company.
                
      The amount of shareholder's equity other than capital shares was
      $2,664,697, $1,904,664 and $1,647,353 as of December 31, 1995, 1994 and
      1993, respectively. The amount thereof not presently available for
      dividends to the shareholder due to the New York restrictions was
      $1,503,241, $929,934 and $954,037 as of December 31, 1995, 1994 and 1993,
      respectively.
                
      Ohio law limits the payment of dividends to shareholders. The maximum
      dividend that may be paid by the Company without prior approval of the
      Director of the Department is limited to the greater of statutory gain
      from operations of the preceding calendar year or 10% of statutory
      shareholder's surplus as of the prior December 31. Therefore, $2,468,687
      of shareholder's equity, as presented in the accompanying consolidated
      financial statements, is so restricted as to dividend payments in 1996.
                
      Each of NLIC's insurance company subsidiaries are limited in their
      payment of dividends by the state insurance department of their
      respective state of domicile. As of December 31, 1995, the maximum amount
      of shareholder's equity available for dividend payment to NLIC in 1996 by
      its insurance company subsidiaries without prior approval are:
                
      <TABLE>
      <S>                                             <C>
      Nationwide Life and Annuity Insurance Company   $10,143
      West Coast Life Insurance Company                13,153
      Employers Life Insurance Company of Wausau       10,132
      National Casualty Company                            --  
                                                      -------
                                                      $33,428
                                                      ======= 
</TABLE>
        

(13)  TRANSACTIONS WITH AFFILIATES
      ----------------------------

      On March 1, 1995, Corp. contributed all of the outstanding shares of
      Farmland Life Insurance Company (Farmland) to NLIC, which then merged
      Farmland into WCLIC effective June 30, 1995. The contribution resulted in
      a direct increase to consolidated shareholder's equity of $46,918. The
      contribution of Farmland has been accounted for in a manner similar to a
      pooling of interests and accordingly, Farmland's results are included in
      the consolidated statements of income beginning January 1, 1995. However,
      prior period consolidated financial statements have not been restated due
      to the impact of Farmland being immaterial.
                
      Effective December 31, 1994, NLIC purchased all of the outstanding shares
      of ELICW from Wausau Service Corporation (WSC) for $155,000. NLIC
      transferred fixed maturity securities and cash with a fair value of
      $155,000 to WSC on December 28, 1994, which resulted in a realized loss
      of $19,239 on the disposition of the securities. The purchase price
      approximated both the historical cost basis and fair value of net assets
      of ELICW. ELICW has and will continue to share home office, other
      facilities, equipment and common management and administrative services
      with WSC.
        
      Certain annuity products are sold through three affiliated companies
      which are also subsidiaries of Corp. Total commissions and fees paid to
      these affiliates for the three years ended December 31, 1995 were
      $57,969, $50,470 and $44,577, respectively.
        


<PAGE>   24

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

      The Company shares home office, other facilities, equipment and common
      management and administrative services with affiliates.
        
      The Company 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 1995 and
      1994 were not material. 

      During 1993, the Company sold equity securities with a market value
      $194,515 to NMIC, resulting in a realized gain of $122,823. With the
      proceeds, the Company purchased securities with a market value of
      $194,139 and cash of $376 from NMIC.                         

      Intercompany reinsurance contracts exist between NLIC and NMIC, NLIC and
      WCLIC, NLIC and NCC, WCLIC and NMIC and WCLIC and ELICW as of December
      31, 1995. These contracts are immaterial to the consolidated financial
      statements.    

      NCC participates in several 100% quota share reinsurance agreements with
      NMIC and Nationwide Mutual Fire Insurance Company, the minority
      shareholder of Corp. As a result of these agreements, the following
      assets and (liabilities) are included in the consolidated financial
      statements as of December 31, 1995 and 1994 for reinsurance ceded:
        
<TABLE>
<CAPTION>
                                                                            1995          1994      
                                                                        -----------   -----------
<S>                                                                     <C>            <C>
      Reinsurance recoverable                                           $ 590,379       541,289 
      Unearned premium reserves                                          (112,467)     (110,353) 
      Liability for unpaid claims and claim adjustment expense           (477,912)     (430,936)
</TABLE>                                                                

      The ceding of reinsurance does not discharge the original insurer from
      primary liability to its policyholder. The insurer which assumes the
      coverage assumes the related liability and it is the practice of insurers
      to treat insured risks, to the extent of reinsurance ceded, as though
      they were risks for which the original insurer is not liable. Management
      believes the financial strength of NMIC reduces to an acceptable level
      any risk to NCC under these intercompany  reinsurance agreements.        

      ELICW assumes certain accident and health insurance business from
      Employers Insurance of Wausau A Mutual Company, an affiliate. During
      1995, total premiums assumed by ELICW under the reinsurance
      agreement were $150,622.                

      The Company and various affiliates entered into agreements with
      Nationwide Cash Management Company (NCMC) and California Cash Management
      Company (CCMC), both affiliates, under which NCMC and CCMC act as common
      agents in handling the purchase and sale of short-term securities for the
      respective accounts of the participants. Amounts on deposit with NCMC and
      CCMC were $21,644 and $92,531 as of December 31, 1995 and 1994,
      respectively, and are included in short-term investments on the
      accompanying consolidated balance sheets.

(14)  BANK LINES OF CREDIT
      --------------------

      As of December 31, 1995 and 1994, NLIC had $120,000 of confirmed but
      unused bank lines of credit which support a $100,000 commercial paper
      borrowing authorization.
        
(15)  CONTINGENCIES
      -------------

      The Company is a defendant in various lawsuits. In the opinion of
      management, the effects, if any, of such lawsuits are not expected to be
      material to the Company's financial position or results of operations.
        
<PAGE>   25

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

(16)  SEGMENT INFORMATION
      -------------------

      The Company operates in the long-term savings, life insurance and
      accident and health insurance lines of business in the life insurance and
      property and casualty insurance industries. Long-term savings operations
      include both qualified and non-qualified annuity contracts issued to both
      individuals and groups. Life insurance operations include whole life,
      universal life, variable universal life and endowment and term life
      insurance issued to individuals and groups. Accident and health insurance
      operations also provide coverage to individuals and groups. Corporate
      primarily includes investments, and the related investment income, which
      are not specifically allocated to one of the three operating segments. In
      addition, realized gains and losses on all general account investments
      are reported as a component of the corporate segment.
        
      During 1995, the Company changed its reporting segments to better reflect
      the way the businesses are managed. Prior periods have been restated to
      reflect these changes.
        
      The following table summarizes the revenues and income (loss) before
      Federal income tax expense and cumulative effect of changes in accounting
      principles for the years ended December 31, 1995, 1994 and 1993 and
      assets as of December 31, 1995, 1994 and 1993, by business segment.
        
      <TABLE>                                                       
      <CAPTION>                                                 
                                                                                      1995           1994           1993      
                                                                                 ------------    ------------   ------------  
      <S>                                                                        <C>               <C>          <C>           
      Revenues:                                                                                                               
           Long-term savings                                                     $  1,406,241       1,125,013      1,048,045  
           Life insurance                                                             502,885         452,795        432,343  
           Accident and health insurance                                              532,383         345,545        339,764  
           Corporate                                                                  134,598         122,847        214,374  
                                                                                 ------------    ------------   ------------  
                                                                                 $  2,576,107       2,046,200      2,034,526  
                                                                                 ============    ============   ============  
                                                                                                                              
      Income (loss) before Federal income tax expense and                                                                     
          cumulative effect of changes in accounting principles:                                                              
           Long-term savings                                                          129,475          95,530         47,966  
           Life insurance                                                              63,169          46,119         36,383  
           Accident and health insurance                                              (12,521)         13,221         15,041  
           Corporate                                                                  139,609         118,360        213,511  
                                                                                 ------------    ------------   ------------  
                                                                                 $    319,732         273,230        312,901  
                                                                                 ============    ============   ============  
      Assets:                                                                                                                 
           Long-term savings                                                       34,634,892      25,815,273     20,695,598  
           Life insurance                                                           3,675,581       3,231,651      2,897,574  
           Accident and health insurance                                              307,643         291,296        297,200  
           Corporate                                                                1,995,995       1,773,913      1,515,989  
                                                                                 ------------    ------------   ------------  
                                                                                 $ 40,614,111      31,112,133     25,406,361  
                                                                                 ============    ============   ============  
                                                                                                                              

</TABLE>

<PAGE>   26



                                                                      Schedule I
                                                                     -----------

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       Summary of Investments - Other Than Investments in Related Parties
                               December 31, 1995
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                     ----------------- ---------------  ------------------
                                                                         Column B         Column C           Column D
                                                                     ----------------- ---------------  ---------------
                                                                                                         Amount at which
                                                                                                           shown in the
                                                                                                           consolidated
                                                                           Cost         Market value      balance sheet
                                                                     ----------------- ---------------- -------------------
<S>                                                                  <C>              <C>              <C>
Fixed maturities available-for-sale:                                
   Bonds and notes:                                                 
      U.S. Government and government agencies and authorities          $  3,913,961         4,116,744          4,116,744
      States, municipalities and political subdivisions                       9,742            10,993             10,993
      Foreign governments                                                   162,442           172,016            172,016
      Public utilities                                                    2,053,701         2,146,000          2,146,000
      All other corporate                                                 7,298,784         7,721,624          7,721,624
                                                                     ----------------- ---------------- -------------------
          Total fixed maturities available-for-sale                      13,438,630        14,167,377         14,167,377   
                                                                     ----------------- ---------------- -------------------
Equity securities available-for-sale:
   Common stocks:
      Industrial, miscellaneous and all other                                26,037            32,474             32,474
   Non-redeemable preferred stock                                             1,325             1,244              1,244   
                                                                     ----------------- ---------------- -------------------
          Total equity securities available-for-sale                         27,362            33,718             33,718   
                                                                     ----------------- ---------------- -------------------

Mortgage loans on real estate                                             4,838,432                            4,786,599*
Real estate:
   Investment properties                                                    213,340                              171,739*
   Acquired in satisfaction of debt                                          82,930                               67,350*
Policy loans                                                                370,908                              370,908
Other long-term investments                                                  73,190                               67,280#
Short-term investments                                                       45,732                               45,732   
                                                                     -----------------                  -------------------
          Total investments                                             $19,090,524                           19,710,703   
                                                                     =================                  ===================
</TABLE>


*        Difference from Column B is primarily due to accumulated depreciation
         and valuation allowances due to impairments on real estate and
         valuation allowances due to impairments on mortgage loans on real
         estate. See Item 7, Management's Discussion and Analysis of Financial
         Condition and Results of Operations and note 5 to the consolidated
         financial statements.

#        Difference from Column B is primarily due to operating losses of
         investments in limited partnerships.


See accompanying independent auditors' report.

<PAGE>   27
                                      
                                      
                                                                   Schedule III
                                                                   ------------
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      Supplementary Insurance Information
                        December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                   
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
             Column A                  Column B          Column C            Column D           Column E          Column F    
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
                                       Deferred       Future policy                           Other policy
                                        policy      benefits, losses,                          claims and
             Segment                 acquisition        claims and      Unearned premiums   benefits payable      Premium
                                        costs         loss expenses            (1)                 (2)            revenue
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
<S>                                <C>            <C>                  <C>                  <C>                <C>
1995: Long-term savings                $   668,784          14,847,449                                    455               -
      Life insurance                       416,209           2,494,344                                408,990         274,957
      Accident and health                  
       insurance                             9,202             858,335                                 15,264         509,658
      Corporate                                  -                   -                                      -               -  
                                    -------------- ---------------------                    ------------------ ---------------
             Total                      $1,094,195          18,200,128                                424,709         784,615 
                                    ============== =====================                    ================== ===============

1994: Long-term savings                    663,696          13,300,015                                    240               -
      Life insurance                       387,486           2,245,375                                397,174         209,538
      Accident and health              
       insurance                            12,977             776,071                                 13,414         324,524
      Corporate                                  -                   -                                      -               -   
                                    -------------- ---------------------                    ------------------ ---------------
             Total                      $1,064,159          16,321,461                                410,828         534,062 
                                    ============== =====================                    ================== ===============

1993: Long-term savings                    506,243          11,308,024                                  1,262               -
      Life insurance                       291,683           2,047,844                                378,788         215,715
      Accident and health              
       insurance                            14,018             736,387                                 14,595         312,655
      Corporate                                  -                   -                                      -               -    
                                    -------------- ---------------------                    ------------------ ---------------
             Total                     $   811,944          14,092,255                                394,645         528,370 
                                    ============== =====================                    ================== ===============
                                   
- ----------------------------------- -------------- -------------------- ------------------  -----------------  --------------
             Column A                  Column G          Column H            Column I           Column J          Column K    
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
                                         Net                                Amortization           Other
                                      investment    Benefits, claims,       of deferred          operating 
             Segment                    income          losses and            policy              expenses         Premiums
                                         (3)       settlement expenses   acquisition costs          (3)             written
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------

1995: Long-term savings                 $1,124,207           1,009,632             51,998             210,525
      Life insurance                       202,285             267,123             34,124              94,461
      Accident and health              
       insurance                            22,725             379,532              6,922             153,984         473,513       
      Corporate                            133,763                   -                  -                   - 
                                    -------------- -------------------- ------------------- ------------------
             Total                      $1,482,980           1,656,287             93,044             458,970 
                                    ============== ==================== =================== ==================

1994: Long-term savings                    945,318             807,756             56,236             171,038
      Life insurance                       183,933             237,125             33,394              90,535
      Accident and health                                                                                            
       insurance                           21,020             234,882              5,114              90,829         315,688
      Corporate                            139,230                   -                  -                   - 
                                    -------------- -------------------- ------------------- ------------------
             Total                      $1,289,501           1,279,763             94,744             352,402 
                                    ============== ==================== =================== ==================

1993: Long-term savings                    897,639             800,385             43,291             157,046
      Life insurance                       178,978             227,786             35,220              89,496
      Accident and health                                                                                            
       insurance                            27,108             208,735             23,623              82,854        263,117
      Corporate                            100,701                   -                  -                   - 
                                    -------------- -------------------- ------------------- ------------------
             Total                      $1,204,426           1,236,906            102,134             329,396 
                                    ============== ==================== =================== ==================

<FN>
(1)  Unearned premiums are included in Column C amounts.        (3)  Allocations of net investment income and certain general
(2)  Column E agrees to the sum of the consolidated balance          expenses are based on a number of assumptions and
     sheet captions, "Policyholders' dividend                        estimates, and reported operating results would
     accumulations" and "Other policyholder funds".                  change by segment if different methods were applied.
</TABLE>

See accompanying independent auditors' report.

<PAGE>   28


                                                                     Schedule IV
                                                                     -----------
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                                  Reinsurance
                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)


<TABLE>
<CAPTION>
                                                                                                              Percentage
                                                        Ceded to         Assumed from                         of amount
                                   Gross amount      other companies   other companies      Net amount      assumed to net 
                                ------------------- ------------------ ----------------- ------------------ ---------------
<S>                    <C>         <C>                    <C>                  <C>            <C>                 <C>
1995:
Life insurance in force              $51,613,116          6,865,011            742,451        45,490,556           1.6%    
                                =================== ================== ================= ================== ===============

Premiums:
   Life insurance                        281,687             12,817              6,087           274,957           2.2%
   Accident and health                   
     insurance                           427,943             73,131            154,846           509,658          30.4%
                                ------------------- ------------------ ----------------- ------------------ ---------------
          Total                    $     709,630             85,948            160,933           784,615          20.5%    
                                =================== ================== ================= ================== ===============
1994:
Life insurance in force              $46,262,595          5,289,259            819,799        41,793,135           2.0%    
                                =================== ================== ================= ================== ===============
Premiums:
   Life insurance                        209,918              7,551              7,171           209,538           3.4%
   Accident and health                   
     insurance                           389,573             69,095              4,046           324,524           1.2%
                                ------------------- ------------------ ----------------- ------------------ ---------------
          Total                    $     599,491             76,646             11,217           534,062           2.1%    
                                =================== ================== ================= ================== ===============

1993:
Life insurance in force              $39,417,116          4,352,071            180,739        35,245,784           0.5%    
                                =================== ================== ================= ================== ===============
Premiums:
   Life insurance                        218,764              6,161              3,112           215,715           1.4%
   Accident and health                   
     insurance                           398,289             88,506              2,872           312,655           0.9%
                                ------------------- ------------------ ----------------- ------------------ ---------------
          Total                    $     617,053             94,667              5,984           528,370           1.1%    
                                =================== ================== ================= ================== ===============
</TABLE>


See accompanying independent auditors' report.

<PAGE>   29


                                                                      Schedule V
                                                                      ----------
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       Valuation and Qualifying Accounts
                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)


<TABLE>
<CAPTION>
- ------------------------------------------------- ---------------- ----------------------------- ------------- -------------
                    Column A                         Column B               Column C               Column D      Column E   
- ------------------------------------------------- ---------------- ----------------------------- ------------- -------------
                                                    Balance at     Charged to                                   Balance at
                                                   beginning of     costs and      Charged to     Deductions      end of  
Description                                           period        expenses     other accounts      (1)          period  
- ------------------------------------------------- ---------------------------------------------- ------------- -------------
<S>                                                    <C>             <C>                  <C>       <C>           <C>
1995:
Valuation allowances - fixed maturity securities       $     -         10,153               -         10,153             -
Valuation  allowances  - mortgage  loans on real        
  estate                                                47,892          7,653               -          4,850        50,695
Valuation allowances - real estate                      27,330         (1,080)              -              -        26,250
Valuation allowances - other long-term                
  investments                                                -            457               -              -           457


1994:
Valuation allowances - fixed maturity securities         6,680         (6,680)              -              -             -
Valuation  allowances  - mortgage loans on real         
  estate                                                42,350         21,672               -         16,130        47,892
Valuation allowances - real estate                      31,357         (4,027)              -              -        27,330


1993:
Valuation allowances - fixed maturity securities         5,746            934               -              -         6,680
Valuation  allowances - mortgage loans on real        
  estate                                                31,872         28,241               -         17,763        42,350
Valuation allowances - real estate                      35,471         (4,114)              -              -        31,357
Valuation allowances - other long-term           
  investments                                              700           (700)              -              -             -

<FN>

(1)  Amounts represent direct write-downs charged against the valuation
     allowance.

</TABLE>


See accompanying independent auditors' report.


<PAGE>   52
Item 24.     (b) Exhibits

                        (1)  Resolution of the Depositor's Board of Directors
                             authorizing the establishment of the Registrant -
                             Filed previously with the Registration Statement,
                             and hereby incorporated by reference.

                        (2)  Not Applicable

                        (3)  Underwriting or Distribution of Contracts between
                             the Registrant and Principal Underwriter - Filed
                             previously with the Registration Statement, and
                             hereby incorporated by reference.

                        (4)  The form of the variable annuity contract - Filed
                             previously with Post-Effective Amendment No. 19 to
                             the Registration Statement and hereby incorporated
                             by reference.

                        (5)  Variable Annuity Application - Filed previously
                             with Post-Effective Amendment No. 19 to the
                             Registration Statement, and hereby incorporated by
                             reference.

                        (6)  Articles of Incorporation of Depositor - Filed
                             previously with the Registration Statement, and
                             hereby incorporated by reference.

                        (7)  Not Applicable

                        (8)  Not Applicable

                        (9)  Opinion of Counsel - Filed previously with the
                             Registration Statement, and hereby incorporated by
                             reference.

                       (10)  Not Applicable

                       (11)  Not Applicable

                       (12)  Not Applicable

                       (13)  Not Applicable


                                   93 of 109
<PAGE>   53
Item 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>

 NAME AND PRINCIPAL                             POSITIONS AND OFFICES
  BUSINESS ADDRESS                                 WITH DEPOSITOR

<S>                                        <C>
Lewis J. Alphin                                        Director
519 Bethel Church Road
Mount Olives, NC  28365

Keith W. Eckel                                         Director
1647 Falls Road
Clarks Summit, PA 18411

Willard J. Engel                                       Director
1100 East Main Street
Marshall, MN 56258

Fred C. Finney                                         Director
1558 West Moreland Road
Wooster, OH 44691

Charles L. Fuellgraf, Jr.                              Director
600 South Washington Street
Butler, PA  16001

Joseph J. Gasper                         President and Chief Operating Officer
One Nationwide Plaza                                 and Director
Columbus, OH  43215

Henry S. Holloway                                   Chairman of the
1247 Stafford Road                                       Board
Darlington, MD  21034

D. Richard McFerson                      Chairman and Chief Executive Officer-
One Nationwide Plaza                        Nationwide Insurance Enterprise
Columbus, OH  43215                                  and Director

David O. Miller                                        Director
115 Sprague Drive
Hebron, Ohio  43025

C. Ray Noecker                                         Director
2770 State Route 674 South
Ashville, OH 43103

James F. Patterson                                     Director
8765 Mulberry Road
Chesterland, OH  44026
</TABLE>


                                    94 of 109
<PAGE>   54
<TABLE>
<CAPTION>


 NAME AND PRINCIPAL                             POSITIONS AND OFFICES
  BUSINESS ADDRESS                                 WITH DEPOSITOR

<S>                                      <C>
Arden L. Shisler                                       Director
1356 North Wenger Road
Dalton, OH  44618

Robert L. Stewart                                      Director
88740 Fairview Road
Jewett, OH  43986

Nancy C. Thomas                                        Director
10835 Georgetown Street NE
Louisville, OH  44641

Harold W. Weihl                                        Director
14282 King Road
Bowling Green, OH  43402

Gordon E. McCutchan                            Executive Vice President,
One Nationwide Plaza                          Law and Corporate Services
Columbus, OH  43215                                  and Secretary

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

James E. Brock                                  Senior Vice President -
One Nationwide Plaza                            Life Company Operations
Columbus, OH  43215

W. Sidney Druen                            Senior Vice President and General
One Nationwide Plaza                        Counsel and Assistant Secretary
Columbus, OH  43215

Harvey S. Galloway, Jr.                  Senior Vice President-Chief Actuary-
One Nationwide Plaza                          Life, Health and Annuities
Columbus, OH  43215

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

Michael D. Bleiweiss                                Vice President-
One Nationwide Plaza                             Deferred Compensation
Columbus, OH  43215

</TABLE>

                                    95 of 109
<PAGE>   55
<TABLE>
<CAPTION>

 NAME AND PRINCIPAL                             POSITIONS AND OFFICES
  BUSINESS ADDRESS                                 WITH DEPOSITOR

<S>                                          <C>
Matthew S. Easley                                  Vice President -
One Nationwide Plaza                         Annuity and Pension Actuarial
Columbus, OH  43215

Ronald L. Eppley                                    Vice President-
One Nationwide Plaza                                   Pensions
Columbus, OH  43215

Timothy E. Murphy                                   Vice President-
One Nationwide Plaza                              Strategic Marketing
Columbus, Ohio  43215

R. Dennis Noice                                     Vice President-
One Nationwide Plaza                        Individual Investment Products
Columbus, OH  43215

Joseph P. Rath                                     Vice President -
One Nationwide Plaza                           Associate General Counsel
Columbus, OH  43215
</TABLE>

Item 26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
           OR REGISTRANT.

           *    Subsidiaries for which separate financial statements are filed

           **   Subsidiaries included in the respective consolidated financial
                statements

           ***  Subsidiaries included in the respective group financial
                statements filed for unconsolidated subsidiaries

           **** other subsidiaries


                                    96 of 109
<PAGE>   56
<TABLE>
<CAPTION>
                                                                   NO. VOTING
                                                                   SECURITIES
                                                STATE            (see Attached
                                                 OF              Chart) unless
                COMPANY                     ORGANIZATION           otherwise             PRINCIPAL BUSINESS
                                                                   indicated

<S>                                         <C>                  <C>               <C>    
Affiliate Agency of Ohio, Inc.                  Ohio                               Life Insurance Agency

Affiliate Agency, Inc.                        Delaware                             Life Insurance Agency

Allnations, Inc.                                Ohio                               Promotes cooperative insurance
                                                                                   corporations worldwide
American Marine Underwriters, Inc.             Florida                             Underwriting Manager

Auto Direkt Insurance Company                  Germany                             Insurance Company

The Beak and Wire Corporation                   Ohio                               Radio Tower Joint Venture

California Cash Management                   California                            Investment Securities Agent
Company

Colonial County Mutual insurance                Texas                              Insurance Company
Company

Colonial Insurance Company of                California                            Insurance Company
California

Columbus Insurance Brokerage                   Germany                             Insurance Broker
and Service GMBH

Companies Agency Insurance                   California                            Insurance  Broker
Services of California

Companies Agency of Alabama,                   Alabama                             Insurance Broker
Inc.

Companies Agency of Idaho, Inc.                 Idaho                              Insurance Broker

Companies Agency of Illinois, Inc.            Illinois                             Acts as Collection Agent for Policies placed
                                                                                   through Brokers
Companies Agency of Kentucky,                 Kentucky                             Insurance Broker
Inc.

Companies Agency of                         Massachusetts                          Insurance Broker
Massachusetts, Inc.

Companies Agency of New York,                 New York                             Insurance Broker
Inc.

Companies Agency of                         Pennsylvania                           Insurance Broker
Pennsylvania, Inc.

Companies Agency of Phoenix,                   Arizona                             Insurance Broker
Inc.

Companies Agency of Texas, Inc.                 Texas                              Insurance Broker

Companies Agency, Inc.                        Wisconsin                            Insurance Broker

Companies Annuity Agency of                     Texas                              Insurance Broker
Texas, Inc.

Countrywide Services Corporation              Delaware                             Products Liability, Investigative and Claims
                                                                                   Management Services
Employers Insurance of Wausau A               Wisconsin                            Insurance Company
Mutual Company

</TABLE>


                                    97 of 109
<PAGE>   57
<TABLE>
<CAPTION>


                                                                          NO. VOTING
                                                                          SECURITIES
                                                       STATE            (see Attached
                                                        OF              Chart) unless
                       COMPANY                     ORGANIZATION           otherwise            PRINCIPAL BUSINESS
                                                                          indicated
<S>    <C>                                         <C>                  <C>               <C>
 **    Employers Life Insurance                      Wisconsin                            Life Insurance Company
       Company of Wausau

       F & B, Inc.                                     Iowa                               Insurance Agency

       Farmland Mutual Insurance                       Iowa                               Insurance Company
       Company

       Financial Horizons Distributors                Alabama                             Life Insurance Agency

       Agency of Alabama, Inc.

       Financial Horizons Distributors                 Ohio                               Insurance Agency

       Agency of Ohio

       Financial Horizons Distributors               Oklahoma                             Life Insurance Agency

       Agency of Oklahoma, Inc.

       Financial Horizons Distributors                 Texas                              Life Insurance Agency
       Agency of Texas, Inc.

  *    Financial Horizons Investment               Massachusetts                          Investment Company
       Trust

       Financial Horizons Securities                 Oklahoma                             Broker Dealer
       Corporation

       Gates, McDonald & Company                       Ohio                               Cost Control Business

       Gates, McDonald & Company of                   Nevada                              Self-Insurance Administration Claims
       Nevada                                                                             Examinations and Data Processing Services

       Gates, McDonald & Company of                  New York                             Workers Compensation Claims
       New York, Inc.                                                                     Administration

       Greater La Crosse Health Plans,               Wisconsin                            Writes Commercial Health and Medicare
       Inc.                                                                               Supplement Insurance

       InHealth Agency, Inc.                           Ohio                               Insurance Agency

       InHealth Management Systems,                    Ohio                               Develops and operates Managed Care
       Inc.                                                                               Delivery System

       Insurance Intermediaries, Inc.                  Ohio                               Insurance Broker and Insurance Agency

       Key Health Plan, Inc.                        California                            Pre-paid health plans

       Landmark Financial Services of                New York                             Life Insurance Agency
       New York, Inc.

       Leben Direkt Insurance Company                 Germany                             Life Insurance Company

       Lone Star General Agency, Inc.                  Texas                              Insurance Agency

 **    MRM Investments, Inc.                           Ohio                               Owns and operates a Recreational Ski
                                                                                          Facility
 **    National Casualty Company                     Michigan                             Insurance Company

       National Casualty Company of                Great Britain                          Insurance Company
       America, Ltd.

 **    National Premium and Benefit                  Delaware                             Insurance Administrative Services
       Administration Company

       Nationwide Agribusiness Insurance               Iowa                               Insurance Company
       Company

       Nationwide Cash Management                      Ohio                               Investment Securities Agent
       Company
</TABLE>

                                   98 of 109
<PAGE>   58
<TABLE>
<CAPTION>
                                                                          NO. VOTING
                                                                          SECURITIES
                                                       STATE            (see Attached
                                                        OF              Chart) unless
                       COMPANY                     ORGANIZATION           otherwise                   PRINCIPAL BUSINESS
                                                                           indicated
<S>                                                <C>                  <C>               <C>                   
       Nationwide Communications, Inc.                 Ohio                               Radio Broadcasting Business

       Nationwide Community Urban                      Ohio                               Redevelopment of blighted areas within the

       Redevelopment Corporation                                                          City of Columbus, Ohio
       Nationwide Corporation                          Ohio                               Organized for the purpose of acquiring,
                                                                                          holding, encumbering, transferring, or
                                                                                          otherwise disposing of shares, bonds, and
                                                                                          other evidences of indebtedness, 
                                                                                          securities, and contracts of other 
                                                                                          persons, associations, corporations,
                                                                                          domestic or foreign and to form or
                                                                                          acquire the control of other corporations

       Nationwide Development Company                  Ohio                               Owns, leases and manages commercial real
                                                                                          estate
       Nationwide Financial Institution              Delaware                             Insurance Agency
       Distributors Agency, Inc.

 **    Nationwide Financial Services, Inc.             Ohio                               Registered Broker-Dealer, Investment
                                                                                          Manager and Administrator
       Nationwide General Insurance                    Ohio                               Insurance Company
       Company

       Nationwide HMO, Inc.                            Ohio                               Health Maintenance Organization

  *    Nationwide Indemnity Company                    Ohio                               Reinsurance Company

       Nationwide Insurance Enterprise                 Ohio                               Membership Non-Profit Corporation
       Foundation

       Nationwide Insurance Golf                       Ohio                               Membership Non-Profit Corporation
       Charities, Inc.

       Nationwide Investing Foundation               Michigan                             Investment Company

  *    Nationwide Investing                        Massachusetts                          Investment Company
       Foundation II

       Nationwide Investment Services                Oklahoma                             Registered Broker-Dealer in Deferred
       Corporation                                                                        Compensation Market

       Nationwide Investors Services, Inc.             Ohio                               Stock Transfer Agent

 **    Nationwide Life and Annuity                     Ohio                               Life Insurance Company
       Insurance Company

 **    Nationwide Life Insurance                       Ohio                               Life Insurance Company
       Company

       Nationwide Lloyds                               Texas                              Texas Lloyds Company

       Nationwide Mutual Fire Insurance                Ohio                               Insurance Company
       Company

       Nationwide Mutual Insurance                     Ohio                               Insurance Company
       Company

       Nationwide Property and Casualty                Ohio                               Insurance Company
       Insurance Company

 **    Nationwide Property Management,                 Ohio                               Owns, leases, manages and deals in Real
       Inc.                                                                               Property

</TABLE>




                                    99 of 109
<PAGE>   59
<TABLE>
<CAPTION>

                                                                          NO. VOTING
                                                                          SECURITIES
                                                       STATE            (see Attached
                                                        OF              Chart) unless
                       COMPANY                     ORGANIZATION           otherwise                      PRINCIPAL BUSINESS
                                                                           indicated
<S>                                                <C>                  <C>               <C> 
  *    Nationwide Separate Account Trust           Massachusetts                          Investment Company

       NEA Valuebuilder Investor                      Alabama                             Life Insurance Agency
       Services of Alabama, Inc.

       NEA Valuebuilder Investor                      Arizona                             Life Insurance Agency
       Services of Arizona, Inc.

       NEA Valuebuilder Investor                   Massachusetts                          Life Insurance Agency
       Services of Massachusetts, Inc.

       NEA Valuebuilder Investor                      Montana                             Life Insurance Agency
       Services of Montana, Inc.

       NEA Valuebuilder Investor                      Nevada                              Life Insurance Agency
       Services of Nevada, Inc.

       NEA Valuebuilder Investor                       Ohio                               Life Insurance Agency
       Services of Ohio, Inc.

       NEA Valuebuilder Investor                     Oklahoma                             Life Insurance Agency
       Services of Oklahoma, Inc.

       NEA Valuebuilder Investor                       Texas                              Life Insurance Agency
       Services of Texas, Inc.

       NEA Valuebuilder Investor                      Wyoming                             Life Insurance Agency
       Services of Wyoming

       NEA Valuebuilder Investor                     Delaware                             Life Insurance Agency
       Services, Inc.

       NEA Valuebuilder Services                   Massachusetts                          Life Insurance Agency
       Insurance Agency, Inc.

       Neckura General Insurance                      Germany                             Insurance Company
       Company

       Neckura Holding Company                        Germany                             Administrative Service for Neckura
                                                                                          Insurance Group
       Neckura Insurance Company                      Germany                             Insurance Company

       Neckura Life Insurance Company                 Germany                             Life Insurance Company

       NWE, Inc.                                       Ohio                               Special Investments

       PEBSCO of Massachusetts                     Massachusetts                          Markets and Administers Deferred
       Insurance Agency, Inc.                                                             Compensation Plans for Public Employees

       PEBSCO of Texas, Inc.                           Texas                              Markets and Administers Deferred
                                                                                          Compensation Plans for Public Employees
       Pension Associates of Wausau,                 Wisconsin                            Pension plan administration, record 
       Inc.                                                                               keeping and consulting and compensation 
                                                                                          consulting
       Public Employees Benefit Services             Delaware                             Marketing and Administration of Deferred
       corporation                                                                        Employee Compensation Plans for Public
                                                                                          Employees
       Public Employees Benefit Services              Alabama                             Markets and Administers Deferred
       Corporation of Alabama                                                             Compensation Plans for Public Employees
</TABLE>








                                    100 of 109
<PAGE>   60
<TABLE>
<CAPTION>

                                                                          NO. VOTING
                                                                          SECURITIES
                                                       STATE            (see Attached
                                                        OF              Chart) unless
                       COMPANY                     ORGANIZATION           otherwise                      PRINCIPAL BUSINESS
                                                                           indicated
<S>                                                <C>                  <C>               <C>
       Public Employees Benefit Services             Arkansas                             Markets and Administers Deferred
       Corporation of Arkansas                                                            Compensation Plans for Public Employees

       Public Employees Benefit Services              Montana                             Markets and Administers Deferred
       Corporation of Montana                                                             Compensation Plans for Public Employees

       Public Employees Benefit Services            New Mexico                            Markets and Administers Deferred
       Corporation of New Mexico                                                          Compensation Plans for Public Employees

       Scottsdale Indemnity Company                    Ohio                               Insurance Company

       Scottsdale Insurance Company                    Ohio                               Insurance Company

       SVM Sales GmbH, Neckura                        Germany                             Sales support for Neckura Insurance Group
       Insurance Group

       Wausau Business Insurance                     Illinois                             Insurance Company
       Company

       Wausau General Insurance                      Illinois                             Insurance Company
       Company

       Wausau Insurance Company (U.K.)            United Kingdom                          Insurance and Reinsurance Company
       Limited

       Wausau International Underwriters            California                            Special Risks, Excess and Surplus Lines
                                                                                          Insurance Underwriting Manager
**     Wausau Preferred Health                       Wisconsin                            Insurance and Reinsurance Company
       Insurance Company

       Wausau Service Corporation                    Wisconsin                            Holding Company

       Wausau Underwriters Insurance                 Wisconsin                            Insurance Company
       Company

**     West Coast Life Insurance                    California                            Life Insurance Company
       Company
</TABLE>




                                    101 of 109
<PAGE>   61
<TABLE>
<CAPTION>

                                                                           NO. VOTING SECURITIES
                                                                            (see Attached Chart)
                                                       STATE             unless otherwise indicated
                                                        OF
                       COMPANY                     ORGANIZATION                                                 PRINCIPAL BUSINESS

<S>                                                <C>                <C>                               <C>
  *    MFS Variable Account                            Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    NACo Variable Account                           Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide DC Variable                          Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Life Separate Account No. 1          Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account

  *    Nationwide Multi-Flex Variable                  Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
       Account                                                        Account

  *    Nationwide VA Separate Account-A                Ohio           Nationwide Life and Annuity       Issuer of Annuity Contracts
                                                                      Separate Account

  *    Nationwide VA Separate Account-B                Ohio           Nationwide Life and Annuity       Issuer of Annuity Contracts
                                                                      Separate Account

       Nationwide VA Separate Account-C                Ohio           Nationwide Life and Annuity       Issuer of Annuity Contracts
                                                                      Separate Account

  *    Nationwide VA Separate Account-Q                Ohio           Nationwide Life and Annuity       Issuer of Annuity Contracts
                                                                      Separate Account

  *    Nationwide Variable Account                     Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Variable Account-II                  Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Variable Account-3                   Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Variable Account-4                   Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Variable Account-5                   Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Fidelity Advisor                     Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
       Variable Account                                               Account

  *    Nationwide Variable Account-6                   Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide Variable Account-8                   Ohio           Nationwide Life Separate          Issuer of Annuity Contracts
                                                                      Account
  *    Nationwide VL Separate Account-A                Ohio           Nationwide Life and Annuity       Issuer of Life Insurance
                                                                      Separate Account                  Contracts

  *    Nationwide VLI Separate Account                 Ohio           Nationwide Life Separate          Issuer of Life Insurance
                                                                      Account                           Contracts
  *    Nationwide VLI Separate Account-2               Ohio           Nationwide Life Separate          Issuer of Life Insurance
                                                                      Account                           Contracts
  *    Nationwide VLI Separate Account-3               Ohio           Nationwide Life Separate          Issuer of Life Insurance
                                                                      Account                           Contracts
</TABLE>




                                    102 of 109
<PAGE>   62

<TABLE>
<CAPTION>
                                                 NATIONWIDE INSURANCE ENTERPRISE                                        (left side}
 ______________________
| NATIONWIDE INSURANCE |            
| GOLF CHARITIES, INC. |
|                      |
|     MEMBERSHIP       |
|     NONPROFIT        |
|    CORPORATION       |
|______________________|
<S>                                      <C>                                           <C>
 ________________________________________________________________________________________________
|                               EMPLOYERS INSURANCE OF WAUSAU                                    |         
|                                    A MUTUAL COMPANY                                            |       
|                                      (EMPLOYERS)                                               |_________________________________
|                         Contribution Note          Cost                                        |_________________________________
|                         -----------------          ----                                        |         
|                         Casualty                   $400,000,000                                |              
|________________________________________________________________________________________________|              
                 |                                    |
    _____________|_________________      _____________|__________________       _____________________       __________________
   |      WAUSAU INSURANCE CO.     |    |        WAUSAU SERVICE          |     |                     |     |                  |
   |        (U.K.) LIMITED         |    |      CORPORATION (WSC)         |     |                     |     |                  |
   |                               |    |                                |     |  NATIONWIDE  LLOYDS |     |    COMPANIES     |
   |  Common Stock:   8,506,800    |    |   Common Stock:   1,000        |     |                     |     |                  |
   |  -------------   Shares       |    |   -------------   Shares       |_____|                     |_____|    AGENCY OF     |
   |                               |    |                                |_____|                     |_____|                  |
   |                  Cost         |    |                   Cost         |     |                     |     |    TEXAS, INC.   |
   |                  ----         |    |                   ----         |     |    A TEXAS LLOYDS   |     |                  |
   |  Employers--                  |    |   Employers--                  |     |                     |     |                  |
   |  100%            $15,683,300  |    |   100%            $106,763,000 |     |                     |     |                  |
   |_______________________________|    |________________________________|     |_____________________|     |__________________|
                                                        |
                                                        |     ______________________________
                                                        |    |        WAUSAU BUSINESS       |
                                                        |    |       INSURANCE COMPANY      |
                                                        |    |                              |
                                                        |    |  Common Stock:  10,900,000   |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 -----        |
                                                        |    |  WSC-100%       $21,800,000  |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       WAUSAU UNDERWRITERS    |
                                                        |    |       INSURANCE COMPANY      |
                                                        |    |                              |
                                                        |    |  Common Stock:  8,750        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                  Cost        |
                                                        |    |                  ----        |
                                                        |    |  WSC-100%        $44,560,006 |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       GREATER LA CROSSE      |
                                                        |    |       HEALTH PLANS, INC.     |
                                                        |    |                              |
                                                        |    |  Common Stock:  3,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-33.3%      $861,761     |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF ALABAMA, INC.       |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $100         |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |











                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF KENTUCKY, INC.      |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  ------------   Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |     OF PENNSYLVANIA, INC.    |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $100         |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |     OF MASSACHUSETTS, INC.   |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF NEW YORK, INC.      |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF PHOENIX, INC.       |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |         OF IDAHO, INC.       |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |     COUNTRYWIDE SERVICES     |
                                                        |    |          CORPORATION         |
                                                        |    |                              |
                                                        |    |  Common Stock:  100          |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $145,852     |
                                                        |    |______________________________|                             
                                                        |










                                                        |
                                                        |     ______________________________
                                                        |    |         WAUSAU GENERAL       |
                                                        |    |       INSURANCE COMPANY      |
                                                        |    |                              |
                                                        |    |  Common Stock:  200,000      |                    
                                                        |____|  ------------   Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $31,000,000  |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |     WAUSAU INTERNATIONAL     |
                                                        |    |         UNDERWRITERS         |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $10,000      |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |      INSURANCE SERVICES      |
                                                        |    |        OF CALIFORNIA         |
                                                        |    |                              |
                                                        |____|  Common Stock:  1,000        |                    
                                                        |    |  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |      
                                                        |     ______________________________
                                                        |    |        AMERICAN MARINE       |
                                                        |    |       UNDERWRITERS, INC.     |
                                                        |    |                              |
                                                        |    |  Common Stock:  20           |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $248,222     |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF ILLINOIS, INC.      |
                                                        |    |                              |
                                                        |    |  Common Stock:  250          |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $2,500       |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________      _____________________________
                                                        |    |    COMPANIES AGENCY, INC.    |    |     PENSION ASSOCIATES      |  
                                                        |    |                              |    |       OF WAUSAU, INC.       |
                                                        |    |                              |    |                             |
                                                        |    |  Common Stock:  100          |    |  Common Stock:  1,000       |
                                                        |____|  -------------  Shares       |____|  -------------  Shares      |
                                                             |                              |    |                             |
                                                             |                 Cost         |    |  Companies        Cost      |
                                                             |                 ----         |    |  Agency, Inc.     ----      |
                                                             |  WSC-100%       $10,000      |    |  (Wisconsin) --   $10,000   |
                                                             |______________________________|    |  100%                       |  
                                                                                                 |_____________________________|
</TABLE>

<PAGE>   63


<TABLE>
<CAPTION>
                                                  NATIONWIDE INSURANCE ENTERPRISE                                (right side)
<S>                                         <C>                                  <C>             <C>
                                                                                            _________________________________
                                                                                           |                                 |
                                                                                           |       NATIONWIDE INSURANCE      |
                                                                                           |      ENTERPRISE FOUNDATION      |
                                                                                           |                                 | 
                                                                                           |            MEMBERSHIP           |
                                                                                           |            NONPROFIT            |
                                                                                           |           CORPORATION           |
                                                                                           |_________________________________|      
                                                       
    _________________________________________                                               ___________________________
   |                                         |                                             |                           |
___|           NATIONWIDE MUTUAL             |_____________________________________________|     NATIONWIDE MUTUAL     |
___|           INSURANCE COMPANY             |_____________________________________________|  FIRE INSURANCE COMPANY   |
   |              (CASUALTY)                 |                                             |          (FIRE)           |
   |_________________________________________|                                             |___________________________|        
                  |                 ||  |________________________________________________________________        |
                  |                 ||  |                                                                |       |
    ______________|_______________  ||  |    _____________________________                  _____________|_______|______________
   |                              | ||  |   |                             |                |                                    |
   |      ALLNATIONS, INC.        | ||  |   |      NATIONWIDE GENERAL     |                |            NATIONWIDE              |
   |                              | ||  |   |      INSURANCE COMPANY      |                |            CORPORATION             |
   | Common Stock:  2,936         | ||  |   |                             |                |                                    |
   | -------------  Shares        | ||  |   | Common Stock: 20,000 Shares |                | Common Stock:           Control    |
   |                   Cost       | ||  |___| -------------               |                | -------------           -------    |
   |                   ----       | ||  |   |                             |                | $13,642,432             100%       |
   | Casualty-26%     $88,320     | ||  |   |                Cost         |                |                                    |
   | Fire-26%         $88,463     | ||  |   |                ----         |                |          Shares      Cost          |
   | Preferred Stock: 1,466 Shares| ||  |   | Casualty-100%    $5,944,422 |                |          -----       ----          | 
   | ----------------             | ||  |   |_____________________________|                |  Casualty  12,992,922 $751,352,485 |
   |                  Cost        | ||  |                                                  |  Fire         649,510   24,007,936 |
   |                  ----        | ||  |                                                  |                                    | 
   | Casualty-6.8%    $100,000    | ||  |                                                  |           (See Page 2)             |
   | Fire-6.8%        $100,000    | ||  |                                                  |____________________________________|
   |______________________________| ||  |                                                  
                                    ||  |                                                 
    _________________________       ||  |    _____________________________  
   |                         |      ||  |   |                             |
   |      FARMLAND MUTUAL    |      ||  |   |     NATIONWIDE PROPERTY     |                  
   |     INSURANCE COMPANY   |      ||  |   |        AND CASUALTY         |                  
   |                         |      ||  |   |      INSURANCE COMPANY      |
   | Guaranty Fund           |______||  |   |                             |
   | -------------           |_______|  |   | Common Stock: 60,000 Shares |
   | Certificate             |          |   | -------------               |
   | -----------             |          |   |                   Cost      |
   |                         |          |   |                   ----      |
   |                Cost     |          |   | Casualty-100%    $6,000,000 |
   |                ----     |          |   |_____________________________|
   | Casualty       $500,000 |          |   
   |_________________________|          |    _____________________________
                   |                    |   |                             |
                   |                    |   |      COLONIAL INSURANCE     |
    _______________|___________         |   |    COMPANY OF CALIFORNIA    |     
   |          F & B, INC.      |        |   |         (COLONIAL)          |
   |                           |        |   |                             |
   | Common Stock:    1 Share  |        |___| Common Stock: 1,750 Shares  |
   | -------------             |        |   | -------------               |
   |                           |        |   |                 Cost        |
   |                   Cost    |        |   |                 ----        |
   |                   ----    |        |   | Casualty-100%   $11,750,000 |
   | Farmland Mutual-  $10     |        |   |_____________________________|
   | 100%                      |        |
   |___________________________|        |    _____________________________        __________________________ 
        ____________________________    |   |                             |      |                          |
       |                            |   |   |         SCOTTSDALE          |      |    NATIONAL PREMIUM &    | 
       |   NATIONWIDE AGRIBUSINESS  |   |   |     INSURANCE COMPANY       |      |  BENEFIT ADMINISTRATION  |
       |     INSURANCE COMPANY      |   |   |                             |      |         COMPANY          |
       |                            |   |   | Common Stock: 30,136 Shares |      |                          |
       | Common Stock:  1,000,000   |___|___| -------------               |______| Common Stock: 10,000     |
       | -------------  Shares      |   |   |                             |      | ------------  Shares     |
       |                            |   |   |                Cost         |      |                          | 
       |                            |   |   |                ----         |      |                   Cost   |
       |                            |   |   | Casualty-100%  $150,000,000 |      |                   ----   |                    
       | Casualty-99.9% $26,714,335 |   |   |_____________________________|      | Scottsdale-100%  $10,000 |
       |                            |   |                                        |__________________________|
       | Other Capital:             |   |
       | --------------             |   |
       | Casualty-Ptd.  $   713,567 |   |
       |____________________________|   |
                                        |       
                                              
                                             
                                              



                                                 
                                           
                                              
                                             
                                             
                                                                 
                                             
                                                                                                                                   






                                        |
                                        |
                                        | 
                                        |    _____________________________                       ______________________________
                                        |   |      NECKURA HOLDING        |                     |           NECKURA            |
                                        |   |     COMPANY (NECKURA)       |                     |      INSURANCE COMPANY       |
                                        |   |                             |                     |                              |
                                        |   | Common Stock: 10,000 Shares |                     | Common Stock: 6,000 Shares   |
                                        |___| -------------               |_____________________| -------------                |
                                        |   |                             |               |     |                              |
                                        |   |                 Cost        |               |     |               Cost           |
                                        |   |                 ---         |               |     |               ----           |
                                        |   | Casualty-100%   $87,943,140 |               |     | Neckura-100%  DM 6,000,000   |
                                        |   |_____________________________|               |     |______________________________|   
                                        |                                                 |
                                        |                                                 |      _____________________________
                                        |                                                 |     |        NECKURA LIFE         |
                                        |                                                 |     |      INSURANCE COMPANY      |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 4,000 Shares  |
                                        |                                                 |_____| -------------               |
                                        |                                                 |     |                             |
                                        |                                                 |     |                  Cost       |
                                        |                                                 |     |                  ----       |
                                        |                                                 |     | Neckura-100%  DM 15,825,681 |   
                                        |                                                 |     |_____________________________|
                                        |                                                 |
                                        |                                                 |      _____________________________
                                        |                                                 |     |      NECKURA GENERAL        |
                                        |                                                 |     |     INSURANCE COMPANY       |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 1,500 Shares  |
                                        |                                                 |_____| ------------                |
                                        |                                                 |     |                             |
                                        |                                                 |     |               Cost          |
                                        |                                                 |     |               ----          |
                                        |                                                 |     | Neckura-100%  DM 1,656,925  |
                                        |                                                 |     |_____________________________|
                                        |                                                 | 
                                        |                                                 |      _____________________________
                                        |                                                 |     |      COLUMBUS INSURANCE     |
                                        |                                                 |     |    BROKERAGE AND SERVICE    |
                                        |                                                 |     |            GmbH             |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 1 Share       |
                                        |                                                 |_____| -------------               |
                                        |                                                 |     |                             |
                                        |                                                 |     |                Cost         |
                                        |                                                 |     |                -----        |
                                        |                                                 |     |  Neckura-100%   DM 51,639   |
                                        |                                                 |     |_____________________________|
                                        |                                                 |
                                        |                                                 |      _____________________________
                                        |                                                 |     |        AUTO DIREKT          |
                                        |                                                 |     |     INSURANCE COMPANY       |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 1,500 Shares  |
                                        |                                                 |     | -------------               |
                                        |                                                 |_____|                             |
                                        |                                                 |     |               Cost          |
                                        |                                                 |     |               ----          |
                                        |                                                 |     | Neckura-100%  DM 1,643,149  |
                                        |                                                 |     |_____________________________|
                                        |                                                 |
                                        |    _____________________________                |      ____________________________
                                        |   |          NATIONWIDE         |               |     |         SVM SALES          |
                                        |   |    DEVELOPMENT COMPANY      |               |     |           GmbH             |
                                        |   |                             |               |     |                            |
                                        |   | Common Stock: 99,000 Shares |               |     | Common Stock: 50 Shares    |
                                        |   | -------------               |               |_____| -------------              |
                                        |   |                             |                     |                            |
                                        |___|                Cost         |                     |              Cost          |
                                        |   |                ---          |                     |              ----          |
                                        |   | Casualty-100%  $15,100,000  |                     | Neckura-100%  DM 50,000    |
                                        |   | Other Capital:              |                     |____________________________|
                                        |   | --------------              |
                                        |   | Casualty-Ptd.  $ 2,796,100  | 
                                        |   |_____________________________|
                                        |
                                        |


















                                        |    _____________________________
                                        |   |          SCOTTSDALE         |
                                        |   |      INDEMNITY COMPANY      |
                                        |   |                             |
                                        |___| Common Stock: 50,000 Shares |
                                        |   | -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $8,800,000   |
                                        |   |_____________________________|
                                        | 
                                        |    _____________________________
                                        |   |         NATIONWIDE          |
                                        |   |     INDEMNITY COMPANY       |
                                        |   |                             |
                                        |   | Common Stock: 28,000 Shares |
                                        |___| -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $294,529,000 |
                                        |   |_____________________________|
                                        |
                                        |    _____________________________        __________________________
                                        |   |          LONE STAR          |      |   COLONIAL COUNTY MUTUAL |
                                        |   |     GENERAL AGENCY, INC.    |      |     INSURANCE COMPANY    |
                                        |   |                             |      |                          |
                                        |   | Common Stock:  1,000 Shares |______| Surplus Debentures:      |
                                        |___| -------------               |______| -------------------      |
                                        |   |                             |      |                          |
                                        |   |                Cost         |      |          Cost            |
                                        |   |                ----         |      |          ----            |
                                        |   | Casualty-100%  $5,000,000   |      | Colonial $500,000        |
                                        |   |_____________________________|      | Lone Star 150,000        |
                                        |                                        |__________________________|
                                        |
                                        |    _____________________________
                                        |   |         NATIONWIDE          |
                                        |   |      COMMUNITY URBAN        |
                                        |   |       REDEVELOPMENT         |
                                        |   |        CORPORATION          |
                                        |   |                             |
                                        |   | Common Stock: 10 Shares     |
                                        |___| -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $1,000       |
                                        |   |_____________________________|
                                        |
                                        |    _____________________________
                                        |   |         INSURANCE           |
                                        |   |    INTERMEDIARIES, INC.     |
                                        |   |                             |
                                        |   | Common Stock: 1,615 Shares  |
                                        |___| -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $1,615,000   |
                                        |   |_____________________________|
                                        |
                                        |    _____________________________
                                        |   |      NATIONWIDE CASH        |
                                        |   |    MANAGEMENT COMPANY       |
                                        |   |                             |
                                        |   | Common Stock: 100 Shares    |
                                        |   | -------------               |
                                        |___|                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-90%   $9,000       |
                                        |   | NW Fin Serv-    1,000       |
                                        |   | 10%                         | 
                                        |   |_____________________________|
                                        |
                                        |
                                        |    _____________________________  
                                        |   |       CALIFORNIA CASH       | 
                                        |   |     MANAGEMENT COMPANY      | 
                                        |   |                             | 
                                        |   | Common Stock:  90 Shares    | 
                                        |___| -------------               | 
                                        |   |                             | 
                                        |   |                Cost         | 
                                        |   |                ----         | 
                                        |   | Casualty-100%  $9,000       | 
                                        |   |_____________________________|        
                                        |                                   
                                                                           











                                        |                                   
                                        |    _____________________________       __________________________
                                        |   |          NATIONWIDE         |     |       THE BEAK AND       |
                                        |   |     COMMUNICATIONS, INC.    |     |     WIRE CORPORATION     |
                                        |   |                             |     |                          |
                                        |   | Common Stock: 14,750 Shares |     | Common Stock: 750 Shares |
                                        |___| -------------               |_____| -------------            |
                                            |                             |     |                          |
                                            |                Cost         |     |           Cost           |
                                            |                ----         |     |           ----           |
                                            | Casualty-100%  $11,510,000  |     | NW Comm-  $531,000       |
                                            |                             |     | 100%                     |
                                            | Other Capital:              |     |__________________________|
                                            | --------------              |
                                            | Casualty-Ptd.     1,000,000 |
                                            |_____________________________|
    

<FN>
                                                                                          Subsidiary Companies     - Solid Line
                                                                                          Contractual Association  - Double Line

                                                                                                          December 31, 1995
</TABLE>


<PAGE>   64
<TABLE>
<CAPTION>
                                              NATIONWIDE INSURANCE ENTERPRISE                                           (left side)
<S>                                       <C>                                            <C>
                                           _______________________________________
                                          |                                       |
                                          |          EMPLOYERS INSURANCE          |___________________________________________
                                          |              OF WAUSAU                |___________________________________________
                                          |           A MUTUAL COMPANY            |
                                          |_______________________________________|













                                                                                                        __________________________
                                                                                                       |
                                                                                           ____________|_________________
                                                                                          |   NATIONWIDE LIFE INSURANCE  |
                                                                                          |      COMPANY (NW LIFE)       |
                                                                                          |Common Stock: 3,814,779 Shares|
                                                                                          | -------------                |
                                                                                          |                              |
                                                                                          | NW Corp.-    Cost            |
                                                                                          | 100%         ----            |
                                                                                          |              $950,226,915    |
                                                                                          |______________________________|
                     _________________________________________________________________________________| 
        ____________|_____________               ___________|_______________       |        ______________________________       
       |        NATIONWIDE        |             |     NATIONAL CASUALTY     |      |       |      NATIONWIDE LIFE AND     |
       | FINANCIAL SERVICES, INC. |             |       COMPANY (NC)        |      |       |   ANNUITY INSURANCE COMPANY  |
       |     (NW FIN. SERV.)      |             | Common Stock: 100 Shares  |      |       |                              |
 ______|Common Stock: 7,676 Shares|             | -------------             |      |       | Common Stock: 66,000 Shares  |
 | ____|-------------             |             |                           |      |_______| -------------                |
 | |   |               Cost       |             |               Cost        |      |       | NW Life-       Cost          |
 | |   |               ----       |             |               ----        |      |       | 100%           ----          |
 | |   | NW Life-100% $5,996,261  |             | NW Life-100%  $66,132,811 |      |       |               $58,070,003    |
 | |   |__________________________|             |___________________________|      |       |______________________________|
 | |    __________________________               ___________|_______________       |        ________________________________ 
 | |   |         NATIONWIDE       |             |                           |      |       |        WEST COAST LIFE         |   
 | |   |  INVESTOR SERVICES, INC. |             |                           |      |       |       INSURANCE COMPANY        |
 | |   |  Common Stock: 5 Shares  |             |   NCC OF AMERICA, INC.    |      |       | Common Stock:  1,000,000 Shares|
 | |___|  -------------           |             |         (INACTIVE)        |      |_______| -------------                  |
 | |   |  NW Fin. Serv.-100%      |             |                           |      |       |                                |
 | |   |                  Cost    |             |          NC-100%          |      |       |                     Cost       |
 | |   |                  ----    |             |                           |      |       |                     ----       |
 | |   |                  $5,000  |             |                           |      |       | NW Life-100%    $133,809,265   |
 | |   |__________________________|             |___________________________|      |       |________________________________|
 | |    __________________________               ______________________________    |        ____________________________  
 | |   |        NATIONWIDE        |            | EMPLOYERS LIFE INSURANCE CO. |    |       |   NATIONWIDE PROPERTY     | 
 | |   |        INVESTING         |            |     OF WAUSAU (ELIOW)        |    |       |    MANAGEMENT, INC.       | 
 | |   |        FOUNDATION        |            |                              |    |       | Common Stock: 59 Shares   | 
 | |___|                          |      ______| Common Stock: 250,000 Shares |____|_______| ------------              | 
 |  ___|                          |      |     | -------------  Cost          |    |       |                 Cost      | 
 | |   |                          |      |     |                ----          |    |       |                 ----      |
 | |   |                          |      |     | NW Life-100%   $155,000,000  |    |       |  NW Life-100%  $1,907,896 |
 | |   |   COMMON LAW TRUST       |      |     |______________________________|    |       |__________________________ |
 | |   |__________________________|      |                                         |                  |               
 | |                                     |       _____________________________     |        __________|_______________ 
 | |    __________________________       |      |       WAUSAU PREFERRED      |    |       |   MRM INVESTMENTS, INC.   |
 | |   |        NATIONWIDE        |      |      |     HEALTH INSURANCE CO.    |    |       |                           |
 | |   |        INVESTING         |      |      |                             |    |       | Common Stock: 1 Share     |
 | |___|        FOUNDATION II     |      |______| Common Stock: 200 Shares    |    |       | ------------              |
 |  ___|                          |      |      | -------------               |    |       |                           |
 | |   |                          |      |      |                  Cost       |    |       |                 Cost      |
 | |   |                          |      |      |                  ----       |    |       |  Nat. Prop.     ----      |
 | |   |    COMMON LAW TRUST      |      |      |  ELIOW -- 100%  $57,413,193 |    |       |  Mgmt.-100%    $550,000   |
 | |   |__________________________|      |      |_____________________________|    |       |___________________________|
 | |                                     |                                         |                                  
 | |                                     |       _____________________________     |       ___________________________ 
 | |    __________________________       |      |    KEY HEALTH PLAN, INC.    |    |      |          NWE, INC.        |
 | |   |       NATIONWIDE         |      |      |                             |    |      |                           |
 | |   |    SEPARATE ACCOUNT      |      |______| Common Stock:  1,000 Shares |    |______| Common Stock: 100 Shares  |
 | |   |          TRUST           |             | -------------               |           | ------------              |
 | |___|                          |             |                  Cost       |           |                 Cost      | 
 |  ___|                          |             |                  ----       |           |                 ----      | 
 | |   |    COMMON LAW TRUST      |             | ELIOW-80%        $2,700,000 |           |  NW Life-100% $35,971,375 | 
 | |   |                          |             |_____________________________|           |___________________________| 
 | |   |__________________________|                                                                                     
 | |                                                                                      
 | |    __________________________                                                                
 | |   |    FINANCIAL HORIZONS    |                                           
 | |   |    INVESTMENT TRUST      |    
 | |___|                          |    
 |_____|                          |    
       |    COMMON LAW TRUST      |    
       |__________________________|    
</TABLE>                                                                       
                                                 
<PAGE>   65

<TABLE>
<CAPTION>
                                              NATIONWIDE INSURANCE ENTERPRISE                                           (middle)

<S>                              <C>                        <C>                                      <C>
                                 _______________________________________
                                |                                       |
________________________________|          NATIONWIDE MUTUAL            |___________________________________________________________
________________________________|          INSURANCE COMPANY            |___________________________________________________________
                                |              (CASUALTY)               |
                                |_______________________________________|
                                                    |               _______________________________________________________________
                                  __________________|______________|___       
                                 |  NATIONWIDE CORPORATION (NW Corp)   |      
                                 | Common Stock:     Control:          |
                                 | -------------     -------           |
                                 |  13,642,432         100%            |                        
                                 |                                     |
                                 |           Shares       Cost         |                 
                                 |           ------       ----         |
                                 | Casualty   12,992,922  $751,352,485 |
                                 | Fire          649,510    24,007,936 |
                                 |_____________________________________|
                                                    |
____________________________________________________|______________________________________________________________________________
                   |                                                    |                                          |
        ___________|_________________                      _____________|_____________                 ____________|______________
       | PUBLIC EMPLOYEES BENEFIT     |                   |      GATES, McDONALD      |               |    NATIONWIDE FINANCIAL   |
       |SERVICES CORPORATION (PEBSCO) |                   |      & COMPANY (GATES)    |               |  INSTITUTION DISTRIBUTORS |
 ______| Common Stock: 236,494 Shares |                   | Common Stock: 254 Shares  |               |      AGENCY, INC. (NFIDAI)|
|  ____| -------------                |                   | -------------             |___       _____| Common Stock: 1,000 Shares|
| |    |               Cost           |                   |                           |   |     |  ___| -------------             |
| |    | NW Corp.-     ----           |                   |               Cost        |   |     | |   |               Cost        |
| |    | 100%          $ 7,830,936    |                   |               ----        |   |     | |   | NW Corp.      ----        |
| |    |______________________________|                   | NW Corp.-     $25,683,532 |   |     | |   | 100%          $19,501,000 |
| |                                                       | 100%                      |   |     | |   |___________________________|
| |                                                       |___________________________|   |     | |
| |                                                                                       |     | |
| |                                                        ___________________________    |     | |                                
| |     ____________________________                      |  GATES, McDONALD & COMPANY|   |     | |    ___________________________ 
| |    |     PEBSCO SECURITIES      |                     |     OF NEW YORK, INC.     |   |     | |   |    FINANCIAL HORIZONS     |
| |    |           CORP.            |                     | Common Stock: 3 Shares    |   |     | |   |     DISTRIBUTORS AGY.     |
| |____| Common Stock: 5,000 Shares |                     | -------------             |___|     | |   |      OF ALABAMA, INC.     |
| |    | -------------              |                     |                           |   |     | |___|Common Stock: 10,000 Shares|
| |    |                  Cost      |                     |                Cost       |   |     | |   |-----------                |
| |    |                  ----      |                     |                ----       |   |     | |   |               Cost        |
| |    |     PEBSCO-100%  $25,000   |                     | Gates-100%     $106,947   |   |     | |   |               ----        |
| |    |____________________________|                     |                           |   |     | |   | NFIDAI-100%    $100       |
| |                                                       |___________________________|   |     | |   |___________________________|
| |                                                                                       |     | |                                
| |                                                                                       |     | |                                
| |                                                        ___________________________    |     | |                                
| |     ____________________________                      |  GATES, McDONALD & COMPANY|   |     | |                                
| |    |          PEBSCO OF         |                     |         OF NEVADA         |   |     | |    ___________________________ 
| |    |           ALABAMA          |                     |                           |   |     | |   |    LANDMARK FINANCIAL     |
| |    |Common Stock: 100,000 Shares|                     |   Common Stock: 40 Shares |___|     | |   |        SERVICES OF        |
| |____|-------------               |                     |                           |         | |   |       NEW YORK, INC.      |
| |    |                   Cost     |                     |   Gates-100%    Cost      |         | |___|Common Stock: 10,000 Shares|
| |    |                   ----     |                     |                 ----      |         | |   |-------------              |
| |    |  PEBSCO-100%      $1,000   |                     |                 $93,750   |         | |   |               Cost        |
| |    |____________________________|                     |___________________________|         | |   |               ----        |
| |                                                                                             | |   | NFIDAI-100%    $10,100    |
| |                                                                                             | |   |___________________________|
| |                                                                                             | |                                
| |                                                                                             | |                                
| |     ____________________________                                                            | |                                
| |    |         PEBSCO OF          |                                                           | |                                
| |    |         ARKANSAS           |                                                           | |    ___________________________ 
| |    | Common Stock: 50,000 Shares|                                                           | |   |    FINANCIAL HORIZONS     |
| |____| -------------              |                                                           | |   |      SECURITIES CORP.     |
| |    |                  Cost      |                           ________________________________|_|___|Common Stock: 10,000 Shares|
| |    |                  ----      |                          |  AFFILIATE AGENCY, INC.   |    | |   |-------------              |
| |    | PEBSCO-100%      $500      |                          |                           |    | |   |               Cost        |
| |    |____________________________|                          |  Common Stock: 100 Shares |    | |   |               ----        |
| |                                                            |                           |    | |   | NFIDAI-100%   $153,000    |
| |                                                            |   NFIDAI-100%   Cost      |    | |   |___________________________|
| |                                                            |                 ----      |    | |                                
| |     ___________________________                            |                 $100      |    | |                                
| |    | PEBSCO OF MASSACHUSETTS   |                           |___________________________|    | |                                
| |    |  INSURANCE AGENCY, INC.   |                                                            | |    ___________________________ 
| |____| Common Stock: 1,000 Shares|                                                            | |   |                           |
| |    | -------------             |                                                            | |   |     FINANCIAL HORIZONS    |
| |    |                   Cost    |                                                            | |___|        DISTRIBUTORS       |
| |    |                   ----    |                                                            |  ___|       AGENCY OF OHIO,     |
| |    | PEBSCO-100%      $1,000   |                                                            | |   |            INC.           |
| |    |___________________________|                                                            | |   |___________________________|
| |                                                                                             | |                                
| |                                                                                             | |                                












| |                                                                                             | |                                
| |     ___________________________                                                             | |    ___________________________ 
| |    |         PEBSCO OF         |                                                            | |   |                           |
| |    |         MONTANA           |                                                            | |___|     FINANCIAL HORIZONS    |
| |____| Common Stock: 500 Shares  |                                                            |  ___|    DISTRIBUTORS AGENCY    |
| |    | -------------             |                                                            | |   |     OF OKLAHOMA, INC.     |
| |    |                  Cost     |                                                            | |   |___________________________|
| |    |                  ----     |                                                            | |                              
| |    | PEBSCO-100%      $500     |                                                            | |                           
| |    |___________________________|                                                            | |                           
| |                                                                                             | |                                
| |     ___________________________                                                             | |                                
| |    |         PEBSCO OF         |                                                            | |    ___________________________ 
| |    |         NEW MEXICO        |                                                            | |   |                           |
| |    |                           |                                                            | |___|    FINANCIAL HORIZONS     |
| |____|Common Stock: 1,000 Shares |                                                            |  ___|    DISTRIBUTORS AGENCY    |
| |    |-------------              |                                                            | |   |       OF TEXAS, INC.      |
| |    |                   Cost    |                                                            | |   |___________________________|
| |    |                   -----   |                                                            | |                                
| |    | PEBSCO-100%      $1,000   |                                                            | |                                
| |    |___________________________|                                                            | |    ___________________________ 
| |                                                                                             | |   |                           |
| |     ___________________________                                                             | |___|         AFFILIATE         |
| |____|                           |                                                            |_____|         AGENCY OF         |
|______|         PEBSCO OF         |                                                                  |         OHIO, INC.        |
       |        TEXAS, INC.        |                                                                  |                           |
       |___________________________|                                                                  |___________________________|
                                                                                                                                   
                                                                                                                                   
</TABLE>
                                                    
<PAGE>   66
<TABLE>
<CAPTION>
                                              NATIONWIDE INSURANCE ENTERPRISE                                           (right side)
<S>                     <C>                             <C>                                      
                       _______________________________________
                      |                                       |
______________________|          NATIONWIDE MUTUAL            |
______________________|        FIRE INSURANCE COMPANY         |
                      |               (FIRE)                  |
                      |_______________________________________|
________________________________________|                                                  










                                                    
____________________________________________________________________
                        |                        |                  |
           _____________|_____________           |      ____________|______________
          |      NEA VALUEBUILDER     |          |     |    NATIONWIDE HMO, INC.   |
          |  INVESTOR SERVICES, INC.  |          |     |         (NW HMO)          |
          |           (NEA)           |          |     | Common Stock: 100 Shares  |
   _______| Common Stock: 500 Shares  |          |_____| ------------              |
  |  _____| -------------             |          |     |               Cost        |
  | |     |               Cost        |          |     |               ----        |
  | |     | NW Corp.-     ----        |          |     | NW Corp.-                 |
  | |     | 100%          $5,000      |          |     | 100%          $14,603,732 |
  | |     |___________________________|          |     |___________________________|
  | |                                            |                   
  | |      ___________________________           |      ___________________________ 
  | |     |      NEA VALUEBUILDER     |          |     |    INHEALTH MANAGEMENT    |
  | |     |     INVESTOR SERVICES     |          |     |       SYSTEMS, INC.       |
  | |_____|      OF ALABAMA, INC.     |          |     | Common Stock: 100 Shares  |
  | |     | Common Stock: 500 Shares  |          |_____| -------------             |
  | |     | -------------             |          |     |                           |
  | |     |               Cost        |          |     |               Cost        |
  | |     |               ----        |          |     | NW HMO        ----        |
  | |     | NEA-100%      $5,000      |          |     | INC.-100%   $25,149       |
  | |     |___________________________|          |     |___________________________|
  | |                                            |                                  
  | |      ___________________________           |      ___________________________ 
  | |     |      NEA VALUEBUILDER     |          |     |         INHEALTH          |
  | |     |     INVESTOR SERVICES     |          |     |        AGENCY, INC.       |
  | |     |      OF MONTANA, INC.     |          |     | Common Stock: 100 Shares  |
  | |_____| Common Stock: 500 Shares  |          |_____| -------------             |
  | |     | -------------             |                |               Cost        |
  | |     |               Cost        |                | NW HMO        ----        |
  | |     |               -----       |                | INC.-99%   $116,077       |
  | |     | NEA-100%      $500        |                |___________________________|
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |      NEA VALUEBUILDER     |          
  | |     |     INVESTOR SERVICES     |          
  | |_____|       OF NEVADA, INC.     |          
  | |     | Common Stock:  500 Shares |          
  | |     | -------------  Cost       |          
  | |     |                ----       |          
  | |     | NEA-100%       $500       |          
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |      NEA VALUEBUILDER     |          
  | |     |     INVESTOR SERVICES     |          
  | |_____|        OF OHIO, INC.      |          
  | |     | Common Stock:  100 Shares |          
  | |     | -------------  Cost       |          
  | |     |                ----       |          
  | |     | NEA-91%        $5,000     |          
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |      NEA VALUEBUILDER     |          
  | |     |     INVESTOR SERVICES     |          
  | |_____|      OF WYOMING, INC.     |          
  | |     | Common Stock:  500 Shares |          
  | |     | -------------  Cost       |          
  | |     |                ----       |          
  | |     | NEA-100%       $500       |          
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |                           |          
  | |     |      NEA VALUEBUILDER     |          
  | |_____|     INVESTOR SERVICES     |          
  | |     |       OF TEXAS, INC.      |          
  | |     |                           |          
  | |     |___________________________|          









  | |                                                               
  | |      ___________________________        
  | |     |                           |       
  | |_____|      NEA VALUEBUILDER     |       
  |_______|     INVESTOR SERVICES     |       
          |      OF OKLAHOMA, INC.    |       
          |                           |       
          |___________________________|       
                                              



</TABLE>


Subsidiary Companies     --  Solid Line
Contractual Association  --  Double Line

December 31, 1995
                                    Page 2
<PAGE>   67
Item 27.      NUMBER OF CONTRACT OWNERS

              The number of Contract Owners of Qualified and Non-Qualified
              Contracts as of February 22, 1996 was 2,866 and 30, respectively.

Item 28.      INDEMNIFICATION

              Provision is made in the Company's Amended Code of Regulations and
              expressly authorized by the General Corporation Law of the State
              of Ohio, for indemnification by the Company of any person who was
              or is a party or is threatened to be made a party to any
              threatened, pending or completed action, suit or proceeding,
              whether civil, criminal, administrative or investigative by reason
              of the fact that such person is or was a director, officer or
              employee of the Company, against expenses, including attorneys'
              fees, judgments, fines and amounts paid in settlement actually and
              reasonably incurred by such person in connection with such action,
              suit or proceeding, to the extent and under the circumstances
              permitted by the General Corporation Law of the State of Ohio.
              Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 ("Act") may be permitted to directors,
              officers or persons controlling the Company pursuant to the
              foregoing provisions, the Company has been informed that in the
              opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the Act
              and is, therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the registrant of expenses incurred or paid by a director,
              officer or controlling person of the registrant in the successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered, the registrant will, unless in the
              opinion of its counsel the matter has been settled by controlling
              precedent, submit to a court of appropriate jurisdiction the
              question whether such indemnification by it is against public
              policy as expressed in the Act and will be governed by the final
              adjudication of such issue.

Item  29. PRINCIPAL UNDERWRITER 

              (a)   Nationwide Financial Services, Inc. ("NFS") acts as general
                    distributor for the Nationwide Multi- Flex Variable Account,
                    Nationwide DC Variable Account, Nationwide Variable
                    Account-II, Nationwide Variable Account-5, Nationwide
                    Variable Account-6, Nationwide Variable Account-8,
                    Nationwide VA Separate Account-A, Nationwide VA Separate
                    Account-B, Nationwide VA Separate Account-C, Nationwide VL
                    Separate Account-A, Nationwide VLI Separate Account-2,
                    Nationwide VLI Separate Account-3, NACo Variable Account and
                    the Nationwide Variable Account, all of which are separate
                    investment accounts of the Company or its affiliates. NFS
                    also acts as principal underwriter for the Nationwide
                    Investing Foundation, Nationwide Separate Account Trust,
                    Financial Horizons Investment Trust, and Nationwide
                    Investing Foundation II, which are open-end management
                    investment companies.


             (b)        NATIONWIDE FINANCIAL SERVICES, INC.
                               DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
                                                                       Positions and offices
         Name and Business Address                                        with Underwriter

<S>                                                         <C>
Joseph J. Gasper                                                       President and Director
One Nationwide Plaza
Columbus, Ohio  43215

D. Richard McFerson                                            Chairman of the Board of Directors and
One Nationwide Plaza                                                        Chairman and
Columbus, OH  43215                                             Chief Executive Officer--Nationwide
                                                                 Insurance Enterprise and Director
Gordon E. McCutchan                                               Executive Vice President-Law and
One Nationwide Plaza                                              Corporate Services and Director
Columbus, OH  43215

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

Robert J. Woodward                                                Executive Vice President - Chief
One Nationwide Plaza                                              Investment Officer and Director
Columbus, Ohio 43215
</TABLE>


                                   105 of 109
<PAGE>   68
             (b)                NATIONWIDE FINANCIAL SERVICES, INC.
                                     DIRECTORS AND OFFICERS

<TABLE>

<S>                                                                  <C>
W. Sidney Druen                                                      Senior Vice President and
One Nationwide Plaza                                                    General Counsel and
Columbus, OH  43215                                                     Assistant Secretary

James F. Laird, Jr.                                                  Vice President and General
One Nationwide Plaza                                                          Manager
Columbus, OH  43215

Peter J. Neckermann                                                        Vice President
One Nationwide Plaza
Columbus, OH  43215

Harry S. Schermer                                                   Vice President - Investments
One Nationwide Plaza
Columbus, OH  43215

Rae I. Mercer                                                                Secretary
One Nationwide Plaza
Columbus, OH  43215

William G. Goslee                                                            Treasurer
One Nationwide Plaza
Columbus, Ohio  43215
</TABLE>

<TABLE>
<CAPTION>

         (c)     NAME OF        NET UNDERWRITING          COMPENSATION ON
                 PRINCIPAL      DISCOUNTS AND             REDEMPTION OR      BROKERAGE
                UNDERWRITER     COMMISSIONS               ANNUITIZATION      COMMISSIONS     COMPENSATION
 
<S>             <C>             <C>                       <C>                <C>             <C>
                Nationwide           N/A                      N/A                N/A             N/A
                  Financial
                  Services,
                    Inc.
</TABLE>


Item 30.      LOCATION OF ACCOUNTS AND RECORDS
              Robert O. Cline
              Nationwide Life Insurance Company
              One Nationwide Plaza
              Columbus, OH  43216

Item 31.      MANAGEMENT SERVICES
              Not Applicable

Item 32.      UNDERTAKINGS
              The Registrant hereby undertakes to:
              (a)   file a post-effective amendment to this registration
                    statement as frequently as is necessary to ensure that the
                    audited financial statements in the registration statement
                    are never more than 16 months old for so long as payments
                    under the variable annuity Contracts may be accepted;
              (b)   include either (1) as part of any application to purchase a
                    Contract offered by the prospectus, a space that an
                    applicant can check to request a Statement of Additional
                    Information, or (2) a post card or similar written
                    communication affixed to or included in the prospectus that
                    the applicant can remove to send for a Statement of
                    Additional Information; and
              (c)   deliver any Statement of Additional Information and any
                    financial statements required to be made available under
                    this form promptly upon written or oral request.
              The Registrant hereby represents that any Contract offered by the
              prospectus and which is issued pursuant to Section 403(b) of the
              Code is issued by the Registrant in reliance upon, and in
              compliance with, the Securities and Exchange Commission's
              no-action letter to the American Council of Life Insurance
              (publicly available November 28, 1988) which permits withdrawal
              restrictions to the extent necessary to comply with IRC Section 
              403(b)(11).


                                   106 of 109
<PAGE>   69

                                   PROSPECTUS


                                   MAY 1, 1996


                                   NATIONWIDE
                                VARIABLE ACCOUNT


                               INDIVIDUAL DEFERRED
                           VARIABLE ANNUITY CONTRACTS





                                   OFFERED BY

                                   NATIONWIDE
                             LIFE INSURANCE COMPANY



                                    107 of 109
<PAGE>   70
                 ACCOUNTANTS' CONSENT AND INDEPENDENT AUDITORS'
                    REPORT ON FINANCIAL STATEMENT SCHEDULES




The Board of Directors of Nationwide Life Insurance Company and Contract Owners
of Nationwide Variable Account:


The audits referred to in our report on Nationwide Life Insurance Company (the
Company) dated February 26, 1996, included the related financial statement
schedules as of December 31, 1995, and for each of the years in the three-year
period ended December 31, 1995, included in the registration statement. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

We consent to the use of our reports included herein and to the reference to our
firm under the heading "Services" in the Statement of Additional Information.



                                                           KPMG Peat Marwick LLP


Columbus, Ohio
April  26, 1996








                                    108 of 109
<PAGE>   71
                                   SIGNATURES

     As required by the Securities Act of 1933, and the Investment Company Act
of 1940, the Registrant, NATIONWIDE VARIABLE ACCOUNT, certifies that it meets
the requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment and has caused this Post-Effective Amendment to be
signed on its behalf in the City of Columbus, and State of Ohio, on this 31st
day of October 1996.

                                            NATIONWIDE VARIABLE ACCOUNT
                                     ------------------------------------------
                                                   (Registrant)

                                          NATIONWIDE LIFE INSURANCE COMPANY
                                     ------------------------------------------
                                                   (Depositor)


                                              By/s/JOSEPH P. RATH
                                     ------------------------------------------
                                                  Joseph P. Rath
                                                Vice President and
                                              Associate General Counsel

As required by the Securities Act of 1933, this Post-Effective Amendment has
been signed by the following persons in the capacities indicated on the 31st day
of October, 1996.

<TABLE>
<CAPTION>

              SIGNATURE                                    TITLE

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

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

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

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

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

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

HENRY S. HOLLOWAY                                     Chairman of the Board and Director
- -----------------------------------------
Henry S. Holloway

D. RICHARD MCFERSON                           Chairman and Chief Executive Officer - Nationwide
- -----------------------------------------              Insurance Enterprise and Director
D. Richard McFerson

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

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

ROBERT A. OAKLEY                              Executive Vice President- Chief Financial Officer
- -----------------------------------------
Robert A. Oakley
JAMES F. PATTERSON                                       Director                           By/s/JOSEPH P. RATH
- -----------------------------------------                                        -----------------------------------------
James F. Patterson                                                                           Joseph P. Rath
                                                                                            Attorney-in-Fact
ARDEN L. SHISLER                                         Director                            
- -----------------------------------------
Arden L. Shisler

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

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

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



                                    109 of 109
<PAGE>   72
                              POWER OF ATTORNEY


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

        IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 9th day of August, 1996.

                                                                            
- -------------------------------------    -------------------------------------
Lewis J. Alphin, Director                David O. Miller, Director            
                                                                              
                                                                              
- -------------------------------------    -------------------------------------
Keith W. Eckel, Director                 C. Ray Noecker, Director             
                                                                              
                                                                              
- -------------------------------------    -------------------------------------
Willard J. Engel, Director               Robert A. Oakley, Executive Vice     
                                         President and Chief Financial Officer
                                                                              
- -------------------------------------                                         
Fred C. Finney, Director                 -------------------------------------
                                         James F. Patterson, Director         
                                                                              
- -------------------------------------                                         
Charles F. Fuellgraf, Jr., Director      -------------------------------------
                                         Arden L. Shisler, Director           
                                                                              
- -------------------------------------                                         
Joseph J. Gasper, President and Chief    -------------------------------------
Operating Officer and Director           Robert L. Stewart, Director          
                                                                              
                                                                              
- -------------------------------------    -------------------------------------
Henry S. Holloway, Chairman of the       Nancy C. Thomas, Director            
Board, Director                                                               
                                                                              
                                         -------------------------------------
- -------------------------------------    Harold W. Weihl, Director            
D. Richard McFerson, Chairman and
Chief Executive Officer-Nationwide
Insurance Enterprise and Director




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