OHIO NATIONAL VARIABLE ACCOUNT R
S-6EL24, 1996-11-14
Previous: PAINEWEBBER MUTUAL FUND TRUST, 497, 1996-11-14
Next: PAINEWEBBER R&D PARTNERS LP, 10-Q, 1996-11-14



<PAGE>   1
   
                                                            File No. 333-_______
                                                                        811-4320
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

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

Exact name of trust:              OHIO NATIONAL VARIABLE ACCOUNT R

Name of depositor:                OHIO NATIONAL LIFE ASSURANCE CORPORATION

          Complete address of depositor's principal executive offices:

   
                                One Financial Way
                                Cincinnati, Ohio 45242
    

Name and complete address of agent for service:

                                  Ronald L. Benedict, Esq.
                                  Ohio National Life Assurance Corporation
                                  P.O. Box 237
                                  Cincinnati, Ohio  45201

Notice to:                        W. Randolph Thompson, Esq.
                                  Of Counsel
                                  Jones & Blouch L.L.P.
                                  Suite 405 West
                                  1025 Thomas Jefferson Street, N.W.
                                  Washington, D.C.  20007

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

    __ immediately upon filing pursuant to paragraph (b)

    __ on (date) pursuant to paragraph (b)

    __ 60 days after filing pursuant to paragraph (a)(i) on (date) pursuant to
       paragraph (a)(i)

    __ 75 days after filing pursuant to paragraph (a)(ii)

    __ on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

    __ This post-effective amendment designates a new effective date for a
       previously filed post-effective amendment.

   
Title and amount of securities being registered: FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE CONTRACTS ("VARI-VEST V"). Registrant is registering an indefinite
amount of such flexible premium variable life insurance contracts under the
Securities Act of l933 pursuant to Rule 24f-2. The filing fee of $500.00 is
being submitted herewith.

The registrant hereby amends this registration statement on such date as may be
necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
    
<PAGE>   2
                                     PART I

                                   PROSPECTUS
<PAGE>   3
   
                                   PROSPECTUS
                                   VARI-VEST V
                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                      OHIO NATIONAL LIFE VARIABLE ACCOUNT R
                                ONE FINANCIAL WAY
                             CINCINNATI, OHIO 45242
                            TELEPHONE (513) 794-6100
    

This prospectus describes a flexible premium variable life insurance contract
(the "contract") offered through Ohio National Variable Account R (the "variable
account"), a separate account of Ohio National Life Assurance Corporation (the
"Company"). The Company is a subsidiary of The Ohio National Life Insurance
Company ("Ohio National Life").

   
The contract described herein has a minimum stated amount of $50,000 and a sales
charge which is deducted from accumulation value upon surrender, lapse, partial
surrender or a decrease in stated amount during the first twenty contract years.
Because of the substantial nature of the surrender charge, the contract is not
suitable for short term investment purposes. The contract generally will not be
issued to a person over age 80.
    

The contract is "flexible" because, subject to certain restrictions, it permits
you to adjust the timing and amount of your premium payments, to direct net
premiums to one or more of the subaccounts of the variable account or to the
general account, to choose from two death benefit plans, and to increase or
decrease the level of death benefits under such plans. The contract is
"variable" because the value of the contract will change with the performance of
the investment media selected. The flexible and variable features of the
contract give you the opportunity throughout your lifetime to meet your changing
life insurance needs and to accommodate to changing economic conditions within
the framework of a single insurance policy. For this reason, it may not be to
your advantage to purchase a contract as a means of obtaining additional
insurance if you already own another flexible premium variable life insurance
policy.

   
The contract provides life insurance coverage to age 100. You may choose either
a level or variable death benefit plan. The level plan provides a fixed benefit
(the "stated amount") to be paid on the death of the insured. The level plan
contract operates in a manner similar to a whole life insurance policy, except
that its accumulation value varies with investment performance. The variable
plan contract provides a death benefit equal to the sum of the stated amount and
the contract's accumulation value. Accordingly, the variable plan death benefit
generally varies dollar for dollar with the contract's accumulation value. Under
either plan, the Company offers to insure the death benefit against adverse
investment performance by guaranteeing that the death benefit will never be less
than the contract's stated amount, provided you satisfy a minimum premium
requirement.

When you purchase a contract, you will be required to pay an initial premium.
You must satisfy the minimum premium requirement if you wish to keep the death
benefit guarantee in effect. In addition, there is a guideline annual premium
which is used to determine the amount of sales charge we may deduct from your
premium payments.
    

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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SHOULD BE
ACCOMPANIED BY THE CURRENT PROSPECTUS OF THE FUND.

   
                                 ____________ , 1997
    
<PAGE>   4
   
As a planning device, you will be asked to adopt a planned premium schedule that
indicates the level of your intended payments under the contract. The planned
premium will generally fall somewhere between the minimum and guideline annual
premium amounts. The exact amount of such premium will depend upon your
objectives and your estimate of long-term investment performance. The minimum,
guideline and planned premiums will be set forth on the specification page of
your contract. While such premiums affect the amount and timing of your premium
payments in limited ways, the contract is designed to afford you substantial
flexibility with respect to such premium payments. In the absence of premium
payments, including the minimum premium required to keep the death benefit
guarantee in effect, the contract will remain in force as long as the cash
surrender value (less any contract indebtedness) is sufficient to pay the next
monthly deduction for contract charges.

Net premiums will be allocated at your direction among the investment accounts
offered by the Company. Currently, the Company offers 15 such investment
accounts: the 14 subaccounts of the variable account and the Company's general
account. Each of the variable subaccounts invests in a corresponding portfolio
of Ohio National Fund, Inc. or, in the case of the Emerging Markets subaccount,
in the Emerging markets Fund, a series of the Montgomery Funds III (collectively
referred to herein as the "Fund"). Ohio National Fund, Inc. is a series mutual
fund which includes equity, money market, bond, flexible, international, capital
appreciation, small cap, global contrarian, aggressive growth, core growth,
growth & income, S&P 500 index and social awareness portfolios as well as other
portfolios not available for the contract. Montgomery Fund III is a series
mutual fund having other portfolios not available for the contract. The
investment portfolios are described in the accompanying prospectuses of the Fund
and the Emerging Markets Fund. Your contract's accumulation value will reflect
the investment performance of the subaccounts you select and is not guaranteed.
    

Should the need arise, you may obtain access to the cash surrender value of your
contract after the first contract year through loans or, after the second
contract year, partial surrenders, without terminating your insurance coverage.
In addition, you may surrender your contract at any time and receive its cash
surrender value.

   
The Company offers other flexible premium variable life policies (the
"policies") which are substantially similar to the contract except that they
have a different charge structure. Consult your agent concerning whether the
contract or one of the policies would better suit your needs.
    
<PAGE>   5
                                TABLE OF CONTENTS

Definitions.........................................................   5

Introduction........................................................   8

Assumptions And Scope Of Prospectus.................................   8

Summary.............................................................   8

   
Ohio National Financial Services Group..............................  12
     Ohio National Life Assurance Corporation (the "Company").......  12
     The Ohio National Life Insurance Company ("Ohio National Life")  12
     Ohio National Variable Account R (the "variable account")......  13
     Ohio National Fund, Inc.  (the "Fund")........................   13
     Emerging Markets Fund.........................................   15
     Mixed and Shared Funding......................................   15
    

Death Benefits.....................................................   15
     Plan A - Level Benefit........................................   16
     Plan B - Variable Benefit.....................................   16
     Change in Death Benefit Plan..................................   17
     Death Benefit Guarantee.......................................   18
     Changes in Stated Amount......................................   18

   
Accumulation Value.................................................   19
     Determination of Variable Account Accumulation Values.........   19
     Accumulation Unit Values......................................   20
     Loans.........................................................   20
     Surrender Privileges..........................................   21
     Maturity......................................................   22
    

Premiums...........................................................   22
     Purchasing a Contract.........................................   22
     Payment of Premiums...........................................   23
     Initial Premiums..............................................   23
     Minimum Premiums..............................................   23
     Planned Premiums..............................................   23
     Allocation of Premiums........................................   24
     Transfers.....................................................   24
     Dollar Cost Averaging.........................................   25
     Telephone Transfers...........................................   25
     Lapse.........................................................   25
     Reinstatement.................................................   26
     Conversion....................................................   26
     Free Look.....................................................   26

   
Charges And Deductions.............................................   26
     Premium Expense Charge........................................   26
     Ohio National Life Employee Discount..........................   26
     Monthly Deduction.............................................   27
     Risk Charge...................................................   27
     Surrender Charge..............................................   27
     Service Charges...............................................   29
     Other Charges.................................................   29
    


                                       3
<PAGE>   6
General Provisions.................................................   30
     Voting Rights.................................................   30
     Additions, Deletions or Substitutions of Investments..........   31
     Annual Report.................................................   31
     Limitation on Right to Contest................................   31
     Misstatements.................................................   31
     Suicide.......................................................   32
     Beneficiaries.................................................   32
     Postponement of Payments......................................   32
     Assignment....................................................   32
     Non-Participating Contract....................................   32

   
The General Account................................................   32
     General Description...........................................   32
     Accumulation Value............................................   33
     Optional Insurance Benefits...................................   33
     Settlement Options............................................   33
    

Distribution Of The Contract.......................................   34

Management Of The Company..........................................   34

Custodian..........................................................   35

State Regulation Of The Company....................................   35

Federal Tax Matters................................................   35
     Contract Proceeds.............................................   35
     Correction of Modified Endowment Contract.....................   36
     Right to Charge for Company Taxes.............................   36

Employee Benefit Plans.............................................   36

Legal Proceedings..................................................   36

Legal Matters......................................................   36

Experts............................................................   37

Registration Statement.............................................   37

Financial Statements...............................................   37

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE VARIABLE ASPECTS OF THE CONTRACT
DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE
PROSPECTUS OF THE FUND OR THE STATEMENT OF ADDITIONAL INFORMATION OF THE FUND.


                                       4
<PAGE>   7
                                   DEFINITIONS

   
Accumulation Value - the sum of the contract accumulation values in the
    subaccounts of the variable account, the general account and the loan
    collateral account.
    

Age - the insured's age at his or her nearest birthday.

Attained Age - the insured's age at the end of the most recent contract year.

Beneficiary - the beneficiary designated by the contractowner in the application
    or in the latest notification of change of beneficiary filed with us. If the
    contractowner is the insured and if no beneficiary survives the insured, the
    insured's estate will be the beneficiary. If the contractowner is not the
    insured and no beneficiary survives the insured, the contractowner or his
    estate will be the beneficiary.

   
Cash Surrender Value - the accumulation value less any applicable surrender
    charges.
    

Code - the Internal Revenue Code of 1954, as amended, and all regulations
    promulgated thereunder.

Commission - the Securities and Exchange Commission.

Contract - the flexible premium variable life insurance contract offered by this
    prospectus.

Contract Date - the date as of which insurance coverage and contract charges
    begin. The contract date is used to determine contract months and years.

Contract Month - each contract month starts on the same date in each calendar
    month as the contract date.

   
Contract Year - each contract year starts on the same date in each calendar year
    as the contract date.
    

Contract Indebtedness - the total of any unpaid contract loans.

Contractowner - the person so designated on the specification page of the
         contract.

Corridor Percentage Test - a method of determining the death benefit as required
    by the Code to qualify the contract as a "life insurance contract"
    thereunder. The death benefit so determined equals the cash value plus the
    cash value multiplied by a percentage which varies with age as specified by
    the Code.

Death Benefit - the amount payable upon the death of the insured, before
    deductions for contract indebtedness and unpaid monthly deductions.

Death Benefit Guarantee - our guarantee that the contract will never lapse if
    you have met the minimum premium requirement.

Free Look - your right to cancel the contract or any increase for a specified
    period and to obtain a full refund of premiums paid with respect to such
    contract or increase.

Fund - Ohio National Fund, Inc.

General Account - our assets other than those allocated to the variable account
    or any other separate account we may establish.

GuidelineAnnual Premium - the level annual premium that would be payable through
    the contract maturity date for a specified stated amount of coverage if we
    scheduled premiums as to both timing and amount and such premiums were based
    on the 1980 Commissioners Standard Ordinary Mortality Table, net investment
    earnings at an annual effective rate of 5%, and fees and charges as set
    forth in the contract.

   
Home Office - our principal executive offices located at One Financial Way,
    Cincinnati, Ohio 45242.
    

Initial Premium - an amount required to commence contract coverage at least
    equal to one monthly minimum premium.


                                       5
<PAGE>   8
Insured - the person upon whose life the contract is issued.

Issue Date - the date we approve your application and issue your contract. The
    issue date will be the same as the contract date except for backdated
    contracts, for which the contract date will be prior to the issue date.

   
Loan Collateral Account - an account to which accumulation value in an amount
    equal to a contract loan is transferred pro rata from the subaccounts of the
    variable account and the general account.
    

Loan Value - the maximum amount that may be borrowed under the contract. The
    loan value equals the cash surrender value less the cost of insurance
    charges for the balance of the contract year. The loan value less contract
    indebtedness equals the amount you borrow at any time.

Maturity Date - unless otherwise specified in the contract, the maturity date is
    the end of the contract year nearest the insured's 100th birthday.

   
Minimum Premium - the monthly premium set forth on the contract specification
    page necessary to maintain the death benefit guarantee. Although the minimum
    premium is expressed as a monthly amount, you need not pay it each month.
    Rather, you must pay, cumulatively, premiums which equal or exceed the sum
    of the minimum premiums required during the applicable time period.
    

Monthly Deduction - the monthly charge against cash value which includes the
    cost of insurance, an administration charge, a risk charge for the death
    benefit guarantee and the cost of any optional insurance benefits added by
    rider.

Net Premiums - the premiums you pay less the premium expense charge.

Planned Premium - a schedule indicating the contractowner's planned premium
    payments under the contract. The schedule is a planning device only and need
    not be adhered to.

Portfolio- a portion of the Fund's assets represented by a separate class or
    series of stock and having a specified investment objective.

   
Premium Expense Charge - an amount deducted from gross premiums consisting of a
    federal tax charge and any state premium tax and other state and local taxes
    applicable to your contract.
    

Proceeds - the amount payable on surrender, maturity or death.

Process Day - the first day of each contract month. Monthly deductions and any
    credits are made on this day.

Pronouns - "our", "us" or "we" means Ohio National Life Assurance Corporation.
    "You", "your" or "yours" means the insured. If the insured is not the
    contractowner, "you", "your" or "yours" means the contractowner when
    referring to contract rights, payments and notices.

   
Receipt - with respect to transactions requiring valuation of variable account
    assets, a notice or request is deemed received by us on the date actually
    received if received on a valuation date prior to 4:00 p.m. Eastern time. If
    received on a day that is not a valuation date or after 4:00 p.m. Eastern
    time on a valuation date, it is deemed received on the next valuation date.
    

Risk Charge - the charge imposed by the Company against variable account assets
    for assuming the expense and mortality risks under the contract.

Settlement Options - methods of paying the proceeds other than in a lump sum.

Stated Amount - the minimum death benefit payable under the contract as long as
    the contract remains in force and which is set forth on the contract
    specification page.

   
Subaccount - a subdivision of the variable account which invests exclusively in
    the shares of a corresponding portfolio of the Fund or of another mutual
    fund.
    


                                       6
<PAGE>   9
   
Surrender Charge - a two part charge assessed in connection with contract
    surrenders, lapses and decreases in stated amount, consisting of a
    contingent deferred sales charge applicable for 20 years, and a contingent
    deferred insurance underwriting charge applicable for 8 years, from the
    contract date with respect to your initial stated amount and from the date
    of any increase in stated amount with respect to such increase.

Valuation Date - each day on which the net asset value of Fund shares is
    determined. See page 22 of the accompanying Fund prospectus.

Valuation Period - the period between two successive valuation dates which
    begins at 4:00 p.m. Eastern time on one valuation date and ends at 4:00 p.m.
    Eastern time on the next valuation date.
    

Variable Account - Ohio National Variable Account R.


                                       7
<PAGE>   10
                                  INTRODUCTION

As described on the cover page of this prospectus, the contract offered hereby
is a flexible premium variable life insurance contract which enables you
throughout your lifetime to accommodate to your changing insurance needs and to
changing economic conditions within the framework of a single insurance policy.
The contract provides for death benefits, cash values, loans, a variety of
settlement options and other features traditionally associated with life
insurance.

   
The contract is similar to traditional life insurance in a number of respects.
You receive insurance coverage to age 100 at least equal to the stated amount as
long as the contract has a positive cash surrender value or the death benefit
guarantee is in effect. You may surrender the contract at any time and receive
its cash surrender value. After the first contract year, you may borrow up to
the loan value of the contract. To the extent that you elect to allocate net
premiums to the general account, the investment return on the contract is
guaranteed.

The contract also has several significant features which differentiate it from
traditional life insurance. There is no schedule of required premiums to keep
the contract in force. Instead, within certain limits, you may adjust the timing
and amount of your premium payments to suit your individual circumstances. In
addition, you direct the investment of your net premiums and resulting cash
values, which will vary with the investment performance of the subaccounts of
the variable subaccount you select. However, unlike traditional insurance, such
values are neither guaranteed nor limited to an assumed rate of interest. The
contract also permits you to elect a variable death benefit plan as an
alternative to a level plan, the latter being similar in many respects to a
traditional whole life policy. Finally, the contract under either plan permits
you to increase the stated amount of insurance coverage any time after the first
contract year and to decrease the stated amount two years after the issue date.
    

                       ASSUMPTIONS AND SCOPE OF PROSPECTUS

This prospectus relates principally to the variable account and contains only
selected information regarding the general account. (See "The General Account"
at page 32.) For details regarding elements of the contract involving the
general account, see your contract.

Unless otherwise indicated or required by the context, the discussion throughout
this prospectus assumes: that (1) "you", the "contractowner" and the "insured"
are the same person (such terms generally being used interchangeably), (2) the
death benefit guarantee is in effect, (3) the cash surrender value of your
contract is sufficient to pay the next monthly deduction, (4) there is no
outstanding contract indebtedness, (5) the death benefit is not determined by
the corridor percentage test, (6) the contract is not backdated, and (7)
payments under the contract have not been made in a way that would cause the
contract to be treated as a modified endowment contract under federal law.

                                     SUMMARY

   
The following summary is intended to provide you with a general description of
the most important features of the contract. To understand this summary,
reference should be made to the preceding "Definitions" section for the meaning
of various terms. This summary is not comprehensive and is qualified in its
entirety by the more specific information contained in this prospectus, the
attached Fund prospectuses and the statements of additional information referred
to therein. This summary presents selected information in the same sequence and
employs the same headings as the body of the prospectus. Consult the table of
contents to locate the fuller discussion of each item included herein.
    


                                       8
<PAGE>   11
   
OHIO NATIONAL FINANCIAL SERVICES GROUP
    

OHIO NATIONAL LIFE ASSURANCE CORPORATION (the "Company") - a stock life
insurance company established under the laws of Ohio on June 26, 1979.

   
THE OHIO NATIONAL LIFE INSURANCE COMPANY ("Ohio National Life") - a mutual life
insurance company organized in 1909 under the laws of Ohio which currently has
assets in excess of $5.9 billion. Ohio National Life controls the Company and
the Fund. While Ohio National Life's experienced personnel and facilities are
available to assist in administering the Company and its flexible product
program, its assets do not back the contract.
    

OHIO NATIONAL VARIABLE ACCOUNT R (the "variable account") - established by the
Company on May 6, 1985 as a means of offering the types of contract described in
this prospectus. Net premiums allocated to the variable account are segregated
from the Company's other assets and are protected from claims and liabilities
arising from the Company's other lines of business. The Company's general
account assets, however, are available to support benefits under the contract.

   
There are currently 14 separate subaccounts within the variable account. The
assets of each are invested exclusively in shares of a corresponding investment
portfolio of the Fund or, in the case of the Emerging Markets subaccount, in the
Emerging Markets Fund.

OHIO NATIONAL FUND, INC. (the "Fund") is an open-end diversified management
investment company, commonly referred to as a mutual fund. It currently has 16
investment portfolios, in 13 of which the contracts' assets may be invested: the
Equity Portfolio, Money Market Portfolio, Bond Portfolio, Omni Portfolio (a
flexible portfolio fund), International Portfolio, Capital Appreciation
Portfolio, Small Cap Portfolio, Global Contrarian Portfolio, Aggressive Growth
Portfolio, Core Growth Portfolio, Growth & Income Portfolio, S&P 500 Index
Portfolio and Social Awareness Portfolio (the "portfolios"). The operations of
this Fund, its investment adviser and the investment objectives and policies of
each portfolio are described in its attached prospectus. Net premiums under the
contract may be allocated to the subaccounts of the variable account which
invest exclusively in Fund shares. Accordingly, to the extent you allocate net
premiums to the subaccounts, the accumulation value of your contract will vary
with the investment performance of Fund shares.

EMERGING MARKETS FUND
The Emerging Markets Fund is a series of The Montgomery Funds III, a registered,
open-end, investment company the shares of which are sold only to insurance
company separate accounts to fund variable annuity contracts and variable life
insurance policies. The Emerging Markets Fund is managed, for a fee, by
Montgomery Asset Management, L.P. The value of Emerging Markets Fund investments
fluctuates daily and is subject to the risk of changing economic conditions as
well as the risk inherent in the ability of management to anticipate changes
necessary in those investments to meet changes in economic conditions. For
additional information concerning the Emerging Markets Fund, including its
investment objectives, see its accompanying prospectus. Read the prospectus
carefully before investing. (It contains information about other funds that are
not available for the contract.)

DEATH BENEFITS
You may select one of two death benefit plans -- the level plan (Plan A) or the
variable plan (Plan B). With certain limitations, you may also change death
benefit plans during the life of the contract. The death benefit under the level
plan is the stated amount. The death benefit under the variable plan is the
stated amount plus the accumulation value on the date of death. Under either
plan, we may be required to increase the death benefit to satisfy the corridor
percentage test included in the Code's definition of a "life insurance
contract." Generally, favorable investment performance is reflected in increased
accumulation value under the level plan and in increased insurance coverage
under the variable plan. The death benefit will never be less than the stated
amount as long as the contract has a positive cash surrender value or the death
benefit guarantee is in force. The death benefit will be paid into an
interest-bearing checking account established in your beneficiary's name or, at
your option, applied in whole or in part under one or more settlement options.
    


                                       9
<PAGE>   12
After the first contract year you may increase your stated amount, and two years
after the issue date you may decrease your stated amount. You cannot decrease
the stated amount below the minimum stated amount shown on the contract
specification page. Any increase or decrease in the stated amount must equal at
least $5,000 and an increase will require additional evidence of insurability.

   
The contract includes a death benefit guarantee. Under this provision, we
guarantee that the death benefit during the death benefit guarantee period will
not be less than the stated amount, provided you satisfy the minimum premium
requirement. Accordingly, a cash surrender value insufficient to meet the
current monthly deduction as a result of adverse subaccount investment
performance will not cause the contract to lapse as long as the death benefit
guarantee is in effect.

ACCUMULATION VALUE
The accumulation value of your contract equals the sum of the accumulation
values in the general account, the subaccounts of the variable account and the
loan collateral account. The general account accumulation value will reflect the
amount and timing of net premiums allocated to the general account and interest
thereon. The accumulation value in the variable subaccounts will reflect
deductions for a risk charge, the amount and timing of net premiums allocated to
such subaccounts and the investment experience associated therewith. Such
investment experience is not guaranteed. In addition, the subaccount and the
general account accumulation values will be charged pro rata in connection with
contract loans, partial surrenders and monthly deductions. The loan collateral
account will reflect amounts borrowed against the loan value of the contract.
    

Loans - after the first contract year, you may borrow against the loan value of
your contract. The loan value will never be less than 75% of your cash surrender
value. Loan interest is payable in advance at a rate of 7.4% (an effective
compound annual rate of 8%). Any outstanding contract indebtedness will be
deducted from proceeds payable at the insured's death or upon maturity or
surrender.
   

Loan amounts and any unpaid interest thereon will be withdrawn pro rata from the
variable subaccounts and the general account. Accumulation value in each
subaccount equal to the contract indebtedness so withdrawn will be transferred
to the loan collateral account. If loan interest is not paid when due, it
becomes loan principal. Accumulation value held in the loan collateral account
earns interest daily at an annual rate guaranteed to be at least 4%. Currently,
we credit interest at an annual rate of 6.75%.

A loan may be repaid in whole or in part at any time while the contract is in
force. When a loan repayment is made, accumulation value securing contract
indebtedness in the loan collateral account equal to the loan repayment will be
allocated first to the general account until the amount borrowed has been
replaced. The balance of the repayment will then be allocated to the general
account and the variable subaccounts using the same percentages as then in
effect to allocate net premiums.
    

Surrender Privileges - at any time you may surrender your contract in full and
receive the proceeds. Your contract also gives you a partial surrender right. At
any time after two years from the issue date, you may withdraw part of your cash
surrender value. Such withdrawals will reduce your contract's death benefit and
may be subject to a surrender charge.

   
Withholding Payment After Premium Payment - The Company may withhold payment of
any increased accumulation value or loan value resulting from a recent premium
payment until your premium check has cleared. This could take up to 15 days
after we receive your check.

PREMIUMS
An initial premium is required to purchase a contract. In addition, you must
satisfy a minimum premium requirement to keep the death benefit guarantee in
effect. To satisfy the minimum premium requirement at any time, you must have
paid, cumulatively, total premiums that equal or exceed the monthly minimum
premium indicated on the contract specification page multiplied by the number of
complete contract months the contract has been in effect. If, at any time, you
fail to meet this requirement the death benefit guarantee is no longer in effect
and
    


                                       10
<PAGE>   13
   
may generally not be reinstated. The monthly minimum premium indicated on the
contract specification page will remain a level amount until you reach the end
of the death benefit guarantee period shown on the contract specimen page. You
choose this period from among the available periods. Currently there are 3
different periods available: 5 years; to age 70 (or 10 years, if later); or to
maturity. Not all options are available in all states.
    

We may, at our discretion, refuse to accept a premium payment of less than $25
or one that would cause the contract, without an increase in death benefit, to
be disqualified as life insurance or to be treated as a modified endowment
contract under federal law. Otherwise, the amount and timing or premium payments
is left to your discretion.

   
To aid you in formulating your insurance plan under the contract, you will adopt
a planned premium schedule at the time of purchase indicating your intended
level of payments. Such premium will generally be an amount greater than your
minimum premium and less than your guideline annual premium. The planned premium
schedule need not be adhered to, as it is only a planning device.

Allocation of Premiums - you may allocate your net premiums to any of the
variable subaccounts and to the general account in any combination of whole
percentages. You indicate your initial allocation in the contract application.
Thereafter, you may transfer accumulation values and reallocate future premiums.

Transfers - we allow transfers of accumulation values among the subaccounts of
the variable account and to the general account at any time. Transfers from the
general account to the subaccounts are subject to certain restrictions.

Lapse - provided you pay the minimum premiums required to maintain the death
benefit guarantee, your contract will not lapse during the death benefit
guarantee period. If your contract lapses during the first two years, you may be
entitled to a refund of a portion of the surrender charge otherwise applicable
to your contract.

If you fail to satisfy the minimum premium requirement and, as a result, the
death benefit guarantee is not in effect, the duration of your contract depends
on its cash surrender value. The contract will remain in force as long as the
cash surrender value less any outstanding contract indebtedness is sufficient to
pay the next monthly deduction. If such is not the case, you will have a 61 day
grace period in which to increase your cash surrender value through the payment
of additional premiums. If you do not pay sufficient additional premiums during
the grace period, the contract will lapse and terminate without value.
    

Reinstatement - once a contract has lapsed, you may request reinstatement of the
contract any time within five years of the lapse. Satisfactory proof of
insurability and payment of a reinstatement premium are required for
reinstatement.

Free Look - following the initial purchase of your contract or any subsequent
increase in the stated amount, you are entitled to a free look period. During
the free look period, you may cancel the contract or increase, as applicable,
and we will refund all the money you have paid therefor. In some states,
applicable law requires that your refund be adjusted by any investment gains or
losses. The free look period expires on the latest of 45 days from the date of
your application for the contract or increase, 20 days from your receipt of the
contract or increase and 10 days after we mail or deliver a written notice of
your right to cancel.

   
CHARGES AND DEDUCTIONS
We make charges against or deductions from premium payments, accumulation values
and contract surrenders as follows:

(a)  from premiums we deduct a premium expense charge. The premium expense
     charge includes a 1.25% deduction from premium payments for 10 years. Such
     charge is intended to compensate us for federal tax charges. The premium
     expense charge also includes a deduction for the state premium tax and any
     other state and local taxes applicable to your contract. Currently, state
     premium taxes vary from 2% to 4%.
    


                                       11
<PAGE>   14
   
(b)  against the accumulation value we make a monthly deduction covering the
     cost of insurance, administrative expenses ($7), the risk of providing the
     death benefit guarantee ($0.00, $0.01, or $0.03 per thousand of stated
     amount, depending on the death benefit guarantee period you choose), and
     the cost of any optional insurance benefit added by rider;
    

(c)  against the assets of the variable subaccounts we assess a daily charge
     equal to an annualized rate of 0.75% of such assets to compensate us for
     assuming certain mortality and expense risks; and

   
(d)  from accumulation value we deduct surrender charges in the event of full
     surrender, certain partial surrenders and decreases in stated amount.  Such
     surrender charges only apply during the first 20 contract years following
     the contract date and the date of any increase in stated amount.  The
     surrender charges consist of a contingent deferred sales charge and a
     contingent deferred insurance underwriting charge.  The contingent deferred
     sales charge is 50% of premiums paid, up to a maximum shown on the contract
     specification page.  The contingent deferred insurance underwriting charge
     varies with age at issue or increase from $3 to $6 per thousand dollars of
     your first $500,000 of stated amount.

In addition to the foregoing charges and deductions, we assess the following
three service charges: (i) for partial surrenders the lesser of $25 or 2% of the
amount surrendered, (ii) up to $15 (currently the charge is $3 and is waived on
the first four transfers during any contract year) for transfers of accumulation
value among the subaccounts and the general account and (iii) up to $100
(currently no charge is being made) for any special illustration of contract
benefits that you may request. Currently we impose lesser charges for transfers
and illustrations, but we only guarantee that such charges will never exceed the
amounts stated above. We also reserve the right to assess the assets of each
subaccount to provide for any taxes payable by us on account of such assets.
Certain expenses and an investment advisory fee will be assessed against Fund
assets, as described in the attached Fund prospectuses.
    

FEDERAL TAX MATTERS

   
All death benefits paid under the contract will generally be excludable from the
beneficiary's gross income for federal income tax purposes. Under current
federal tax law, as long as the contract qualifies as a "life insurance
contract" as defined therein, any increases in accumulation value attributable
to favorable investment performance should accumulate on a tax deferred basis in
the same manner as with traditional whole life insurance. Partial withdrawals
and surrenders, however, may result in the taxation of the portion of such
withdrawals or surrenders attributable to the increase in accumulation value
resulting from favorable investment performance. If payments are made in excess
of a rate that would pay up a contract after 7 level annual payments, there may
be taxation of, including a penalty tax on, portions of the proceeds of loans,
withdrawals or surrenders.

                     OHIO NATIONAL FINANCIAL SERVICES GROUP

OHIO NATIONAL LIFE ASSURANCE CORPORATION (THE "COMPANY") 

The Company was established on June 26, 1979 under the laws of Ohio to
facilitate the issuance of certain nonparticipating insurance policies. It is a
wholly-owned stock subsidiary of The Ohio National Life Insurance Company. The
Company is currently licensed to sell life insurance in 47 states, the District
of Columbia and Puerto Rico. (See page 37 for the Company's financial
statements.)

THE OHIO NATIONAL LIFE INSURANCE COMPANY ("OHIO NATIONAL LIFE")

Ohio National Life was organized under the laws of Ohio on September 9, 1909 as
a stock life insurance company and became a mutual life insurance company on
August 7, 1959. It writes life, accident and health insurance and annuities in
47 states, the District of Columbia and Puerto Rico. Currently it has assets in
excess of $5.9 billion and equity in excess of $500 million. Ohio National Life
provided the Company with the initial capital to finance its operations. From
time to time, Ohio National Life may make additional capital contributions to
the Company, although it is under no legal obligation to do so and its assets do
not support the benefits provided under the contract.
    


                                       12
<PAGE>   15
OHIO NATIONAL VARIABLE ACCOUNT R (THE "VARIABLE ACCOUNT")

The Company established the variable account on May 6, 1985 pursuant to the
insurance laws of the State of Ohio. The variable account is registered with the
Securities and Exchange Commission (the "Commission") under the Investment
Company Act of 1940 ("1940 Act") as a unit investment trust. Such registration
does not involve supervision by the Commission of the management or investment
policies of the variable account or the Company. Under Ohio law, the variable
account assets are held exclusively for the benefit of contractowners and
persons entitled to payments under the contract. Variable account assets are not
chargeable with liabilities arising out of any other business of the Company.

The Company keeps the variable account assets physically segregated from assets
of the Company's general account. The Company maintains records of all purchases
and redemptions of Fund shares by each of the subaccounts of the variable
account.

   
The variable account currently has 14 investment subaccounts, but may in the
future add or delete investment subaccounts. Each investment subaccount will
invest exclusively in shares representing interests in a portfolio of the Fund
or in the case of the Emerging Markets subaccount, in the Emerging Markets Fund.
The income and realized and unrealized gains or losses on the assets of each
subaccount are credited to or charged against that subaccount without regard to
income or gains or losses from any other subaccount.
    

OHIO NATIONAL FUND, INC.  (THE "FUND")

   
This Fund is organized as a Maryland corporation and is registered as an
open-end diversified management investment company under the 1940 Act. It
currently has 16 portfolios, in 13 of which the contracts' assets may be
invested. Each portfolio has different investment objectives. Each portfolio
operates as a separate investment fund, and the income or loss of one portfolio
generally has no effect on the investment performance of any other portfolio.
    

The investment objectives of each portfolio are set forth below. There can be no
assurance that any portfolio will achieve its stated objectives.

Equity Portfolio - long-term capital growth by investing principally in common
stocks or other equity securities. Current income is a secondary objective.

Money Market Portfolio - maximum current income consistent with preservation of
capital and liquidity by investing in high quality money market instruments.

Bond Portfolio - high level of return consistent with preservation of capital by
investing primarily in high quality intermediate and long-term debt securities.

Omni Portfolio - high level of long-term total return consistent with
preservation of capital by investing in stocks, bonds and money market
instruments.

International Portfolio - long-term capital growth by investing primarily in
common stocks of foreign companies.

Capital Appreciation Portfolio - maximum capital growth by investing primarily
in common stocks that are (1) considered to be undervalued or temporarily out of
favor with investors, or (2) expected to increase in price over the short term.

Small Cap Portfolio - maximum capital growth by investing primarily in common
stocks of small and medium size companies.

Global Contrarian Portfolio - long-term growth of capital by investing in
foreign and domestic securities believed to be undervalued or presently out of
favor.

Aggressive Growth Portfolio - capital growth.

   
Core Growth Portfolio - long-term capital appreciation.
    


                                       13
<PAGE>   16
   
Growth & Income - long-term total return by investing in equity securities and
debt securities, focusing on small and mid-cap companies that offer potential
for capital appreciation, current income, or both.

S&P 500 Index Portfolio - total return that corresponds to that of the Standard
& Poor's 500 Index.

Social Awareness Portfolio - total return by investing primarily in common
stocks and other securities of companies that satisfy social concern criteria
established for the portfolio.
    

The investment and reinvestment of Fund assets is directed by Ohio National
Investments, Inc. (the "Adviser"), a wholly-owned subsidiary of Ohio National
Life which makes use of the investment personnel and administrative systems of
Ohio National Life. The investment and reinvestment of the assets of the
following portfolios is managed by the firms indicated as subadvisers.

   
<TABLE>
<CAPTION>
     PORTFOLIO                                       SUBADVISER
     ---------                                       ----------
<S>                                             <C>
     International and Global Contrarian         Societe Generale Asset Management Corp. ("SGAM")
     Capital Appreciation                        T. Rowe Price Associates, Inc. ("TRPA")
     Small Cap                                   Founders Asset Management, Inc. ("FAM")
     Aggressive Growth                           Strong Capital Management, Inc. ("SCM")
     Core Growth                                 Pilgrim Baxter & Associates, Ltd. ("PBA")
     Growth & Income                             Robertson Stephens Investment Management, L.P. ("RSIM")
</TABLE>


SGAM is a wholly-owned subsidiary of Societe Generale, one of the largest banks
in Europe. TRPA manages assets for various individual and institutional
investors, particularly the T. Rowe Price group of mutual funds. FAM manages the
assets of the Founders group of mutual funds as well as private accounts. SCM
manages the assets of the Strong group of mutual funds as well as pension funds
and private accounts. PBA, an affiliate of United Asset Management Corp.,
manages the PBHG mutual funds and other private and institutional accounts.
RSIM, an affiliate of Robertson Stephens & Company, L.L.C., manages the
Robertson Stephens mutual funds and other public and private investment funds.
Each of the Adviser, SGAM, TRPA, FAM, SCM, PBA and RSIM is registered under the
Investment Advisers Act of 1940. For more detailed information concerning each
portfolio, including a description of investment risks, reference is made to the
prospectus of the Fund which accompanies this prospectus.
    

The Company will purchase and redeem Fund shares for the variable account at net
asset value without the imposition of any sales or redemption charge. Such
shares represent an interest in one of the portfolios of the Fund. Each
portfolio corresponds to a subaccount of the variable account. Any dividend or
capital gain distributions received from the Fund will be reinvested in Fund
shares at net asset value as of the dates paid.

On each valuation date, shares of each portfolio are purchased or redeemed by
the Company for the variable account based on, among other things, the amount of
net premiums allocated to the variable account, dividends and distributions
reinvested, transfers to and among the subaccounts, loans, loan repayments and
benefit payments to be made pursuant to the terms of the contract as of that
date. Purchases and redemptions for the variable account are effected at the net
asset value per share for each portfolio determined in the manner and at the
time set forth in the accompanying Fund prospectus.

A full description of the Fund, its investment policies and restrictions, fees
and expenses paid by it and other aspects of its operations are contained in the
attached prospectus for the Fund and in the statement of additional information
referred to therein.


                                       14
<PAGE>   17
   
EMERGING MARKETS FUND

The Emerging Markets Fund is a series of The Montgomery Funds III, a registered,
open-end, investment company the shares of which are sold only to insurance
company separate accounts to fund variable annuity contracts and variable life
insurance policies. The Emerging Markets Fund is managed, for a fee, by
Montgomery Asset Management, L.P. The value of Emerging Markets Fund investments
fluctuates daily and is subject to the risk of changing economic conditions as
well as the risk inherent in the ability of management to anticipate changes
necessary in those investments to meet changes in economic conditions. For
additional information concerning the Emerging Markets Fund, including its
investment objectives, see its accompanying prospectus. Read the prospectus
carefully before investing. (It contains information about other funds that are
not available for the contract.)

MIXED AND SHARED FUNDING

In addition to being offered to the variable account, shares of the Fund are
currently offered to other separate accounts of Ohio National Life in connection
with variable annuity contracts. In the future, Fund shares may be offered to
other insurance company separate accounts. Shares of the Emerging Markets Fund
are also presently offered to variable annuity and variable life insurance
separate accounts of other unaffiliated life insurance companies. It is
conceivable that in the future it may become disadvantageous for both variable
life and variable annuity separate accounts or for separate accounts of other
life insurance companies to invest in Fund shares. Although neither the Company,
Ohio National Life nor the Fund currently foresees any such disadvantage, the
Board of Directors of the Fund and of any other fund will monitor events in
order to identify any material conflict between different types of
contractowners and to determine what action, if any, should be taken in response
thereto, including the possible withdrawal of the variable account's
participation in the Fund or the Emerging Markets Fund. Material conflicts could
result from such things as (1) changes in state insurance law; (2) changes in
federal income tax law; (3) changes in the investment management of any
portfolio of the Fund or of the Emerging Markets Fund; or (4) differences
between voting instructions given by different types of contractowners.
    

                                 DEATH BENEFITS

As long as the contract remains in force (see "Premiums - Lapse" at page 25), we
will, upon receipt of due proof of the insured's death, pay the contract
proceeds to the beneficiary. The amount of the death benefit payable will be
determined as of the date of death, or on the next following valuation date if
the date of death is not a valuation date. Unless a settlement option is
elected, the proceeds will be paid in one lump sum with interest from the date
of the insured's death to the date of payment at a rate we determine which will
not be less than an annual rate of 4%. Such proceeds will be paid into an
interest-bearing checking account established in your beneficiary's name with
Bank One, Springfield, Illinois. The account will bear interest based upon then
current money market rates. The beneficiary will then be able to write checks
against such account at any time and in any amount up to the total in the
account. Such checks must be for a minimum amount of $250. We also offer
beneficiaries and contractowners a wide variety of settlement options. (See "The
General Account - Settlement Options" at page 33.)

The contract provides for two death benefit plans: a level plan ("Plan A") and a
variable plan ("Plan B"). Generally, you designate the death benefit plan in
your contract application. Subject to certain restrictions, you may change the
death benefit plan from time to time. As long as the contract remains in force,
the death benefit under either plan will never be less than the stated amount of
the contract.


                                       15
<PAGE>   18
PLAN A - LEVEL BENEFIT

   
The death benefit is the greater of (a) the contract's stated amount on the date
of death or (b) the death benefit determined by the corridor percentage test.
The death benefit determined by the corridor percentage test equals the
accumulation value of the contract on the date of death plus such accumulation
value multiplied by the corridor percentage. The corridor percentage varies with
attained age, as indicated in the following table:

<TABLE>
<CAPTION>
                  CORRIDOR                       CORRIDOR                       CORRIDOR                       CORRIDOR
   ATTAINED        PERCEN-        ATTAINED        PERCEN-        ATTAINED        PERCEN        ATTAINED         PERCEN
      AGE           TAGE             AGE           TAGE             AGE            TAGE           AGE            TAGE
  ----------     ----------       ---------     ----------      -----------    -----------        ---            ----
<S>                 <C>             <C>            <C>             <C>            <C>        <C>
40 & below           150%            52             71%             64             22%            91              4%
      41             143             53             64              65             20             92              3%
      42             136             54             57              66             19             93              2%
      43             129             55             50              67             18             94              1%
      44             122             56             46              68             17         95 & above          0%
      45             115             57             42              69             16
      46             109             58             38              70             15
      47             103             59             34              71             13
      48             97              60             30              72             11
      49             91              61             28              73              9
      50             85              62             26              74              7
      51             78              63             24             75-90            5
</TABLE>
    

Illustration of Plan A. Assume that the insured's attained age at time of death
is 40 and that the stated amount of the contract is $100,000.

   
Under these circumstances, any time the accumulation value of the contract is
less than $40,000, the death benefit will be the stated amount. However, any
time the accumulation value exceeds $40,000, the death benefit will be greater
than the contract's $100,000 stated amount due to the corridor percentage test.
This is because the death benefit for an insured who dies at age 40 must be at
least equal to the accumulation value plus 150% of the accumulation value.
Consequently, each additional dollar added to accumulation value above $40,000
will increase the death benefit by $2.50. Similarly, to the extent accumulation
value exceeds $40,000, each dollar taken out of accumulation value will reduce
the death benefit by $2.50. If, for example, the accumulation value is reduced
from $48,000 to $40,000, the death benefit will be reduced from $120,000 to
$100,000. However, further reductions in the accumulation value below the
$40,000 level will not affect the death benefit.

In the foregoing example, the breakpoint of $40,000 of accumulation value for
using the corridor percentage test to calculate the death benefit was determined
by dividing the $100,000 stated amount by 100% plus 150% (the corridor
percentage at age 40, as shown in the table above). For your contract, you may
make the corresponding determination by dividing your stated amount by 100% plus
the corridor percentage for your age (see the table above). The calculation will
yield a dollar amount which will be your breakpoint for using the corridor
percentage test. If your accumulation value is greater than such dollar figure,
your death benefit will be determined by the corridor percentage test. If it is
less, your death benefit will be your stated amount.
    

PLAN B - VARIABLE BENEFIT

   
The death benefit is equal to the greater of (a) the stated amount plus the
accumulation value on the date of death or (b) the death benefit determined by
the corridor percentage as described above and using the foregoing table of
corridor percentages.
    

Illustration of Plan B. Again assume that the insured's attained age at the time
of death is 40 and that the stated amount of the contract is $100,000.


                                       16
<PAGE>   19
   
Under these circumstances, a contract with accumulation value of $20,000 will
have a death benefit of $120,000 ($100,000 + $20,000). An accumulation value of
$60,000 will yield a death benefit of $160,000 ($100,000 + $60,000). The death
benefit under this illustration, however, must be at least equal to the
accumulation value plus 150% of the contract's accumulation value. As a result,
if the accumulation value of the contract exceeds $66,667, the death benefit
will be greater than the stated amount plus accumulation value. Each additional
dollar of accumulation value above $66,667 will increase the death benefit by
$2.50. Under this illustration, a contract with an accumulation value of $80,000
will provide a death benefit of $200,000 ($80,000 + 150% x $80,000). Similarly,
to the extent that accumulation value exceeds $66,667, each dollar taken out of
accumulation value reduces the death benefit by $2.50. If, for example, the
accumulation value is reduced from $80,000 to $68,000, the death benefit will be
reduced from $200,000 to $170,000.

In the foregoing example, the breakpoint of $66,667 of accumulation value for
using the corridor percentage test to calculate the death benefit was determined
by dividing the $100,000 stated amount by 150% (the corridor percentage at age
40, as shown in the table above). For your contract, you may make the
corresponding determination by dividing your stated amount by the corridor
percentage for your age (see the table above). The calculation will yield a
dollar amount which will be your breakpoint for using the corridor percentage
test. If your accumulation value is greater than such dollar figure, your death
benefit will be determined by the corridor percentage test. If it is less, your
death benefit will be your stated amount plus your accumulation value.
    

CHANGE IN DEATH BENEFIT PLAN

Generally, after the first contract year, you may change your death benefit plan
on any process day by sending us a written request. Changing death benefit plans
will not require evidence of insurability. The effective date of any such change
will be the process day on or following the date of receipt of your request.

   
As a general rule, at times when you wish to have favorable investment
performance reflected in higher accumulation value, rather than increased
insurance coverage, you should elect the Plan A death benefit. Conversely, at
times when you wish to have favorable investment performance reflected in
increased insurance coverage, rather than higher accumulation value, you should
generally elect the Plan B death benefit.

If you change your death benefit plan from Plan B to Plan A, your stated amount
will be increased by the amount of your accumulation value to equal the death
benefit which would have been payable under Plan B on the effective date of the
change. For example, a Plan B contract with a $100,000 stated amount and $20,000
accumulation value ($120,000 death benefit) would be converted to a Plan A
contract with $120,000 stated amount. Again, the death benefit would remain the
same on the effective date of the change.

A change in the death benefit option will not alter the amount of the
accumulation value or the death benefit payable under the contract on the
effective date of the change. However, switching between the variable and the
level plans will alter your insurance program with consequent effects on the
level of your future death benefits, accumulation values and premiums. While the
death benefit under Plan B will be greater than under Plan A for a given stated
amount, since the accumulation value is added to stated amount under Plan B but
not under Plan A, the cost of insurance included in the monthly deduction will
be greater under Plan B than under Plan A assuming the same stated amount. (See
"Charges and Deductions - Monthly Deduction" at page 27.) Furthermore, assuming
your accumulation value continues to increase, your future cost of insurance
charges will be higher after a change from Plan A to Plan B and lower after a
change from Plan B to Plan A. If your accumulation value decreases in the
future, the opposite will be true. Changes in the cost of insurance charges have
no effect on your death benefit under Plan A. Under Plan B, however, increased
cost of insurance charges will reduce the future accumulation value and death
benefit to less than they otherwise would be, and vice versa.
    


                                       17
<PAGE>   20
DEATH BENEFIT GUARANTEE

   
We guarantee that the contract will not lapse during the death benefit guarantee
period provided you meet the minimum premium requirement. (See "Premiums -
Minimum Premiums" at Page 23.) Accordingly, as long as the death benefit
guarantee is in effect, the contract will not lapse even if, because of adverse
investment performance, the cash surrender value falls below the amount needed
to pay the next monthly deduction. A charge per $1,000 of stated amount will be
made for each month the death benefit guarantee is in effect. The charge is
$0.00 if you choose a 5 year guarantee; $0.01 if you choose the guarantee to the
later of age 70 or 10 years, or $0.03 if you choose the guarantee to maturity.
    

If on any process day the minimum premium requirement is not met, we will send
you a notice of the required payment. If we do not receive the required payment
within 61 days of the date of the mailing of such notice, the death benefit
guarantee will no longer be in effect. Generally, the death benefit guaranteed
may not be reinstated once it has been lost. However, we may at our discretion
permit you to reinstate the death benefit guarantee if you (a) double your
stated amount or (b) increase your stated amount by $100,000 or more. A new
minimum premium will be required to maintain the reinstated death benefit
guarantee.

CHANGES IN STATED AMOUNT

Subject to certain limitations, you may at any time after the first contract
year increase your contract's stated amount and after two years from the issue
date decrease your stated amount by sending us a written request. We may limit
you to two such changes in each contract year. Any change must be of at least
$5,000. The effective date of the increase or decrease will be the process day
on or following approval of the request. A change in stated amount will affect
the monthly insurance charges and surrender charges. (See "Charges and
Deductions - Monthly Deduction" at page 27 and "Surrender Charge" at page 27.)

Increases. An increase is treated in a similar manner to the purchase to a new
contract. To obtain an increase, you must submit a supplemental application to
us with evidence demonstrating insurability. Depending on your accumulation
value, you may or may not have to pay additional premiums to obtain an increase.
If you must pay an additional premium, we must receive it by the effective date
of the increase.

After an increase, a portion of premium payments will be allocated to such
increase. The amount so allocated will bear the same relationship to total
premium payments as the guideline annual premium for such increase bears to the
guideline annual premium for your initial stated amount plus the guideline
annual premiums for all increases.

   
The pattern of surrender charges with respect to premiums allocated to an
increase will be the same as with a new contract. (See "Charges and Deductions -
Surrender Charge" at page 27.) This means that only premiums allocated to an
increase will be subject to the contingent deferred sales charge for the
increase.

With respect to premiums allocated to an increase, you will have the same free
look and conversion rights with respect to an increase as with the initial
purchase of your contract. (See "Premiums - Free Look; Conversion" at page 26.)
    


                                       18
<PAGE>   21
   
Decreases. You may decrease your stated amount after two years from the issue
date or the date of any increase, subject to the following limitations. The
stated amount after any requested decrease may not be less than the minimum
stated amount of $50,000. Moreover, we will not permit a decrease in stated
amount if the contract's accumulation value is such that reducing the stated
amount would cause the death benefit after the decrease to be determined by the
corridor percentage test. If you decrease your stated amount and there are
applicable surrender charges (see "Charges and Deductions - Surrender Charge" at
page 27), we will assess the portion of such surrender charge attributable to
the stated amount cancelled by the decrease against the accumulation value of
your contract. For purposes of determining the surrender charges on the amount
decreased and your cost of insurance charge on your remaining coverage (see
"Charges and Deductions - Surrender Charge at page 27; Monthly Deduction" at
page 27), a decrease in stated amount will reduce your existing stated amount in
the following order: (a) the stated amount provided by your most recent
increase, (b) your next most recent increases successively, and (c) your initial
stated amount.

                               ACCUMULATION VALUE

Your contract provides certain accumulation value benefits. Subject to certain
limitations, you may obtain access to the accumulation value of your contract.
You may borrow against your contract's loan value and you may surrender your
contract in whole or in part.

The accumulation value of your contract is the sum of the accumulation values in
the subaccounts, the general account and the loan collateral account. The
following discussion relates only to the variable account. The general account
and the loan collateral account are discussed elsewhere in this prospectus. (See
"The General Account - Accumulation Value" at page 33 and "Accumulation Value -
Loans" at page 20.)

DETERMINATION OF VARIABLE ACCOUNT ACCUMULATION VALUES 

The contract's accumulation value in the variable account may increase or
decrease depending on the investment performance of the subaccounts you choose.
There is no guaranteed minimum accumulation value in the variable account.

The accumulation value of the contract will be calculated initially on the later
of the issue date or when we first receive a premium payment, and thereafter on
each valuation date. On such initial valuation date, your accumulation value
will equal the initial premium paid less the premium expense charge and the
first monthly deduction. (See "Charges and Deductions - Premium Expense Charge"
at page 26 and "Monthly Deduction" at page 27.) On each subsequent valuation
date, your accumulation value will be (1) plus any transactions referred to in
(2), (3) and (4) and minus any transactions referred to in (5), (6) and (7)
which occur during the current valuation period, where:

     (1) is the sum of each subaccount's accumulation value as of the previous
         valuation date multiplied by each subaccount's net investment factor
         for the current valuation period;
    

     (2) is net premiums allocated to the variable account;

   
     (3) is transfers from the loan collateral account as a result of loan
         repayments and reallocations of accumulation value from the general
         account;
    

     (4) is interest on contract indebtedness credited to the variable
         subaccounts;

   
     (5) is transfers to the loan collateral account in connection with contract
         loans and reallocations of accumulation value to the general account;
    

     (6) is any partial surrender made (and any surrender charge imposed); and

     (7) is the monthly deduction.

                                       19
<PAGE>   22
ACCUMULATION UNIT VALUES

   
We use accumulation units as a measure of value for bookkeeping purposes. When
you allocate net premiums to a subaccount, we credit your contract with
accumulation units. In addition, other transactions, including loans, partial
and full surrenders, transfers, surrender and service charges, and monthly
deductions, affect the number of accumulation units credited to your contract.
The number of units credited or debited in connection with any such transaction
is determined by dividing the dollar amount of such transaction by the unit
value of the affected subaccount. We determine the unit value of each subaccount
on each valuation date. The number of units so credited or debited will be based
on the unit value on the valuation date on which the premium payment or
transaction request is received by us at our home office. The number of units
credited will not change because of subsequent changes in unit value. The dollar
value of each subaccount's units will reflect asset charges and the investment
performance of the corresponding portfolio of the Fund or the Emerging Markets
Fund.
    

The accumulation unit value of each subaccount's unit initially was $10. The
unit value of a subaccount on any valuation date is calculated by multiplying
the subaccount unit value on the previous valuation date by its net investment
factor for the current valuation period.

NET INVESTMENT FACTOR

We use a net investment factor to measure investment performance of each
subaccount and to determine changes in unit value from one valuation period to
the next. The net investment factor for a valuation period is (a) divided by (b)
minus (c) where:

(a)  is (i) the value of the assets of the subaccount at the end of the
     preceding valuation period, plus (ii) the investment income and capital
     gains, realized or unrealized, credited to the assets of the subaccount
     during the valuation period for which the net investment factor is being
     determined, minus, (iii) any amount charged against the subaccount for
     taxes or any amount set aside during the valuation period by us to provide
     for taxes we determine are attributable to the operation or maintenance of
     that subaccount (currently there are no such taxes);

(b)  is the value of the assets of the subaccount at the end of the preceding
     valuation period; and

(c)  is a charge no greater than 0.0020471% on a daily basis. This corresponds
     to 0.75% on an annual basis for mortality and expense risks.

LOANS

After the first contract year, you may borrow up to the loan value of your
contract. The loan value is the cash surrender value less the cost of insurance
charges on your contract to the end of the current contract year. The loan value
will never be less than 75% of the cash surrender value. We will generally
distribute the loan proceeds to you within seven days from receipt of your
request for the loan at our home office, although payment of the proceeds may be
postponed under certain circumstances. (See "General Provisions - Postponement
of Payments" at page 32.) In some circumstances, loans may involve tax
liability. (See "Federal Tax Matters" at page 35.)

   
When a loan is made, accumulation value in an amount equal to the loan will be
taken from the general account and each subaccount in proportion to your
accumulation value in the general account and each subaccount. This value is
then held in the loan collateral account and earns interest at an effective rate
guaranteed to be at least 4% per year. Currently, we credit interest to the loan
collateral account at a rate of 6.75% per year, but we may reduce such rate to
4% at any time. Such interest is credited to the subaccounts and the general
account in accordance with the premium allocation then in effect.

We charge interest on loans in advance each year at a rate of 7.4% per year,
equivalent to an effective annual rate of 8%. When we make a loan, we add to the
amount of the loan the interest covering the period until the end of the
contract year. At the beginning of each subsequent contract year, if you fail to
pay the interest in accumulation, we will transfer sufficient accumulation value
from the general account and each subaccount to pay the interest for the
following contract year. The allocation will be in proportion to your
accumulation value in each subaccount.
    


                                       20
<PAGE>   23
You may repay a loan at any time, in whole or in part, before we pay the
contract proceeds. When you repay a loan, interest already charged covering any
period after the repayment will reduce the amount necessary to repay the loan.
Premiums paid in excess of any planned premiums when there is a loan outstanding
will be first applied to reduce or repay such loan. Upon repayment of a loan,
the loan collateral account will be reduced by the amount of the repayment and
the repayment will be allocated first to the general account, until the amount
borrowed from the general account has been repaid. Unless we are instructed
otherwise, the balance of the repayment will then be applied to the subaccounts
and the general account according to the premium allocation then in effect.

Any outstanding contract indebtedness will be subtracted from the proceeds
payable at the insured's death and from cash surrender value upon complete
surrender or maturity.

A loan, whether or not repaid, will have a permanent effect on a contract's cash
surrender value (and the death benefit under Plan B contracts) because the
investment results of the subaccounts will apply only to the amount remaining in
the subaccounts. The longer the loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If investment
results are greater than the rate being credited upon the amount of the loan
while the loan is outstanding, contract values will not increase as rapidly as
they would have if no loan had been made. If investment results are below that
rate, contract values will be higher than they would have been had no loan been
made. A loan that is repaid will not have any effect upon the guaranteed minimum
death benefit.

SURRENDER PRIVILEGES

   
As an alternative to obtaining access to your accumulation value by using the
loan provisions described above, you may obtain your cash surrender value by
exercising your surrender or partial surrender privileges. Surrenders, however,
may involve tax liability. (See "Federal Tax Matters - Contract Proceeds" at
page 35.)

You may surrender your contract in full at any time by sending us a written
request together with the contract to our home office. The cash surrender value
of the contract equals the accumulation value less any applicable surrender
charges. (See "Charges and Deductions - Surrender Charge" at page 27.) Upon
surrender, the amount of any outstanding loans will be deducted from the cash
surrender value to determine the proceeds. The proceeds will be determined on
the valuation date on which the request for a surrender is received. Proceeds
will generally be paid within seven days of receipt of a request for surrender.
(See "General Provisions - Postponement of Payments" at page 32.)

After two years from the issue date, you may obtain a portion of your
accumulation value upon partial surrender of the contract. Partial surrenders
cannot be made more than twice during any contract year. The amount of any
partial surrender may not exceed the cash surrender value, less (a) any
outstanding contract indebtedness, (b) an amount sufficient to cover the next
two monthly deductions and (c) the service charge of $25 or 2% of the amount
surrendered, if less.

We will reduce the accumulation value of your contract by the amount of any
partial surrender. In doing so, we will deduct the accumulation value taken by a
partial surrender from each increase and your initial stated amount in
proportion to the amount such increases and initial stated amount bear to the
total stated amount.

Under Plan A, a partial surrender reduces your stated amount. Such surrender
will result in a dollar for dollar reduction in the death proceeds except when
the death proceeds of your contract are determined by the corridor percentage
test. The stated amount remaining after a partial surrender may be no less than
the minimum stated amount of $50,000. If increases in stated amount have
occurred previously, a partial surrender will first reduce the stated amount of
the most recent increase, then the most recent increases successively, then the
initial stated amount.

Under Plan B, a partial surrender reduces your accumulation value. Such
reduction will result in a dollar for dollar reduction in the death proceeds
except when the death proceeds are determined by the corridor percentage test.
Because the Plan B death benefit is the sum of the accumulation value and stated
amount, a partial surrender under Plan B does not reduce your stated amount but
instead reduces accumulation value.
    


                                       21
<PAGE>   24
If the proceeds payable under either death benefit option both before and after
the partial surrender are determined by the corridor percentage test, a partial
surrender generally will result in a reduction in proceeds equal to the amount
paid upon such surrender plus such amount multiplied by the applicable corridor
percentage. (See "Death Benefits - Plan A - Level Benefit" at page 16.)

   
During the first 20 contract years and for 20 years after the effective date of
an increase, a partial surrender charge in addition to the service charge of the
lesser of $25 or 2% of the amount surrendered will be made on the amount of
partial surrenders in any contract year that exceeds 10% of the cash surrender
value as of the end of the previous contract year. (For an illustration of the
surrender charges applied to partial surrenders of accumulation value, see
"Charges and Deductions - Surrender Charge" at page 27.)
    

MATURITY

   
We will pay you your accumulation value on the maturity date, reduced by any
outstanding contract indebtedness. The maturity date is listed on the
specification page and is the end of the contract year nearest your 100th
birthday. If we consent, you may continue your contract as an extended endowment
after the maturity date. In such case, the death benefit after the maturity date
will equal your contract's cash surrender value.
    

                                    PREMIUMS

PURCHASING A CONTRACT

   
To purchase a contract, you must complete an application and submit it to us at
our home office through the agent selling the contract. Generally, we will not
issue a contract to a person older than age 80, but we may do so at our sole
discretion. Non-smoker rates are available if you are age 18 or over. We will
only issue contracts with stated amounts of $50,000 or more. All applications
require evidence of insurability. Acceptance of any application is subject to
our insurance underwriting rules. The review period for routine applications
will generally last one week. Approval of applications that require supplemental
medical information, however, may be delayed six weeks or more while such
information is obtained and reviewed.
    

You must pay an initial premium in order for your contract to take effect. The
contract takes effect as of the contract date. However, if you pay the initial
premium at the time you submit your application, we will, pursuant to the
premium receipt agreement contained in such application, provide you with
insurance coverage equal to your stated amount (up to $500,000) for a period of
up to 60 days, starting on the later of the date of your application and the
date you complete any required medical examination and ending on the date we
approve or reject your application. We do not pay interest on initial premiums
during the review period.

The contract date will be the same as the issue date, except in the case of a
backdated contract where the contract date will be earlier than the issue date.
At your request, we will backdate a contract as much as six months. This
procedure may be to your advantage where backdating will lower your age at issue
and thereby lower your cost of insurance and surrender charges which are scaled
by age. (See "Charges and Deductions - Monthly Deduction" at page 27 and
"Surrender Charge" at page 27.) A backdated contract will be treated as though
it had been in force since the contract date. Consequently, the initial premium
required for a backdated contract will be larger than for a contract which is
not backdated inasmuch as you must satisfy the minimum premium requirement, pay
monthly deductions and pay all other charges associated with the contract for
the period between the contract date and the issue date.

On the later of the issue date and the date we receive your initial premium, net
premiums are allocated to the Money Market subaccount in connection with the
free look right. (See "Premiums - Free Look" at page 26.) On the first process
day following the issue date or, if later, when we receive your initial premium,
such net premiums will be allocated among the subaccounts and the general
account in accordance with your instructions as indicated in your application.


                                       22
<PAGE>   25
   
If we reject your application during the review period or you choose to cancel
your contract during the free look period, we will refund to you all amounts you
have paid under the contract. Consequently, during the application review and
free look periods, we bear the investment risk with respect to any amounts you
pay under the contract. However, if you do not exercise your free look
privilege, your accumulation value will reflect investment performance during
the free look period.
    

PAYMENT OF PREMIUMS

Premiums must be paid to us at our home office. Unlike a traditional insurance
policy, the contract does not require a fixed schedule of premium payments.
Within certain limits, you may determine the amount and timing of your premium
payments. As described below, such limits include an initial premium requirement
and a minimum premium requirement. Your contract specification page will also
include a schedule of planned premiums.

INITIAL PREMIUMS

You must pay an initial premium before we will make your contract effective.
Such premium may be submitted with your contract application or sent directly to
us at our home office. The amount of the initial premium will be at least one
monthly minimum premium. The initial premium for a backdated contract may be
substantially greater.

MINIMUM PREMIUMS

You must satisfy the minimum premium requirement to keep the death benefit
guarantee in effect. Failure to make premium payments sufficient to maintain the
death benefit guarantee will not necessarily cause your contract to lapse.
However, once the death benefit guarantee does not apply to your contract, it
may not be reinstated. (See "Death Benefits - Death Benefit Guarantee" at page
18.) The component of the monthly deduction which is the charge for the death
benefit guarantee will not be imposed on contracts for which the death benefit
guarantee is no longer in effect. (See "Charges and Deductions - Monthly
Deduction" at page 27.)

   
To satisfy the minimum premium requirement, you must have paid at any time
cumulative premiums, less any partial surrenders and contract indebtedness,
equal to the monthly minimum premium multiplied by the number of complete
contract months the contract has been in effect. The monthly minimum premium
indicated on the contract specification page will remain a level amount until
the end of the death benefit guarantee period.
    

PLANNED PREMIUMS

   
When you purchase a contract, you will be asked to adopt a planned premium
schedule. Such schedule is a planning device which indicates the level of
premiums you intend to pay under the contract. You are not required to adhere to
such schedule. You may adopt, in consultation with your agent, any planned
premium schedule that you wish. The amount of scheduled payments, however,
should generally be set between the minimum premium necessary to keep the death
benefit guarantee in effect and the maximum premium permitted for your contract
to qualify as life insurance under the Code. The guideline annual premium is a
level amount which should provide the benefits under the contract through age
100 and is based on guaranteed assumptions with respect to expenses and cost of
insurance charges and investment performance of 4%.
    

In choosing your planned premium schedule, you will need to make a judgment as
to the long-term rate of investment return which you expect under the contract.
The higher your assumption as to the long-term rate of investment return, the
lower your planned premium needs to be for a given insurance objective, and vice
versa. There is no assurance that such planned premiums will provide the death
proceeds or other benefits sought under the contract. By definition, the value
of such benefits depends on the investment performance of the subaccounts which
cannot be predicted. In any event, you may need to pay greater or lesser
premiums than are indicated in the planned premium schedule to attain your
insurance objectives.


                                       23
<PAGE>   26
We will furnish you an annual report which will show the accumulation value of
your contract one year from the date of the report based on planned premiums,
guaranteed cost of insurance and guaranteed interest with respect to the general
account. We may charge for this report.

As previously indicated, at any time you may pay more or less than the amount
indicated in the planned premium schedule. We may at our discretion, however,
refuse to accept any premium payment of less than $25 or so large that it would
cause the contract, without an increase in death benefit, to be disqualified as
life insurance or to be treated as a modified endowment contract under federal
law.

ALLOCATION OF PREMIUMS

In the contract application, you may direct the allocation of your premium
payments, net of the premium expense charge (see "Charges and Deductions -
Premium Expense Charge" at page 26) among the subaccounts of the variable
account and the general account. Your initial allocation will take effect on the
first process day following the issue date or, if later, when we receive your
initial premium payment. Pending such allocation, net premiums will be held in
the Money Market subaccount. If you fail to indicate an allocation in your
contract application, we will leave your net premiums in the Money Market
subaccount until we receive allocation instructions. The amount allocated to any
subaccount or the general account must equal a whole percentage. You may change
the allocation of your future net premiums at any time upon written notice to
us. Premiums allocated to an increase will be credited to the subaccounts and
the general account in accordance with your premium allocation then in effect on
the later of the date of the increase or the date we receive such a premium.

TRANSFERS

   
You may transfer the accumulation value of your contract among the subaccounts
of the variable account and to the general account at any time. Each amount
transferred must be at least $300 unless a smaller amount constitutes the entire
accumulation value of the subaccount from which the transfer is being made, in
which case you may only transfer the entire amount. There is a service charge of
$3 for each transfer, but we are presently waiving that charge for the first
four transfers during a contract year. Such fee is guaranteed not to exceed $15
in the future. Transfers from the general account to the subaccounts are subject
to additional restrictions. No more than 25% of the accumulation value in the
general account as of the end of the previous contract year, or $1,000, if
greater, may be transferred to one or more of the subaccounts in any contract
year.
    

To the extent that transfers, surrenders and loans from a subaccount exceed net
purchase payments and transfers into that subaccount, securities of the
corresponding portfolio of the Fund may have to be sold. Excessive sales of a
portfolio's securities on short notice could be detrimental to that portfolio
and to contractowners with values allocated to the corresponding subaccount. To
protect the interests of all contractowners, the Company reserves the right to
limit the number, frequency, method or amount of transfers. Transfers from any
portfolio of the Fund on any one day may be limited to 1% of the previous day's
total net assets of that portfolio if the Company or the Fund, in its or their
discretion, believes that the portfolio might otherwise be damaged.

   
If and when transfers must be so limited, some transfer requests will not be
made. In determining which requests will be made, scheduled transfers (pursuant
to a preexisting Dollar Cost Averaging program) will be made first, followed by
mailed written requests in the order postmarked and, lastly, telephone and
facsimile requests in the order received. Contractowners whose transfer requests
are not made will be so notified. Current rules of the Commission preclude the
Company from processing at a later date those requests that were not made.
Accordingly, a new transfer request would have to be submitted in order to make
a transfer that was not made because of these limitations.
    


                                       24
<PAGE>   27
DOLLAR COST AVERAGING

   
The Company administers a Dollar Cost Averaging ("DCA") program enabling you to
preauthorize automatic monthly or quarterly transfers of a specified dollar
amount (a) from any variable subaccount to any of the other subaccounts or the
general account, or (b) if established at the time the contract is issued and
limited to accumulation values attributed to your initial premium payment, from
the general account to any other subaccounts. The DCA program is only available
on contracts having a total accumulation value of at least $10,000. Each
transfer under the DCA program must be at least $500, and at least 12 transfers
must be scheduled. No transfer fee will be charged for DCA transfers. The
Company may discontinue the DCA program at any time.

DCA generally has the effect of reducing the risk of purchasing at the top of a
market cycle by reducing the average cost of indirectly purchasing Fund shares
through the subaccounts to less than the average price of the shares on the same
purchase dates. This is because greater numbers of shares are purchased when the
share prices are lower than when prices are higher. However, DCA does not assure
you of a profit, nor does it protect against losses in a declining market. In
addition, in a rising market, DCA will produce a lower rate of return than will
a single up-front investment. Moreover, for transfers from a subaccount not
having a stabilized net asset value, DCA will have the effect of reducing the
average price of shares being redeemed.
    

TELEPHONE TRANSFERS

If the contract owner first submits a pre-authorization form to the Company,
transfers may be made by telephoning the Company at 1-800-635-3225. The Company
will honor pre-authorized telephone transfer instructions from anyone who is
able to provide the personal identifying information requested, but reserves the
right to refuse to honor any such request if that seems prudent. The Company
will use reasonable procedures to confirm that telephone instructions are
genuine. (Otherwise, the Company may be liable for any losses due to
unauthorized or fraudulent instructions.) A written confirmation will be sent
following each telephone transfer.

LAPSE

   
Provided you satisfy the minimum premium requirement and thereby keep the death
benefit guarantee in effect, your contract will not lapse during the death
benefit guarantee period. If you fail to satisfy the minimum premium requirement
and, as a result, the death benefit guarantee is not in effect, the contract
will remain in force as long as the cash surrender value less any contract
indebtedness is sufficient to pay the next monthly deduction. If the cash
surrender value less any contract indebtedness is insufficient to pay the next
monthly deduction, you will be given a 61 day grace period within which to make
a premium payment to avoid lapse. The premium required to avoid lapse will be
equal to the amount needed to allow the cash surrender value less any contract
indebtedness to cover the monthly deduction for two contract months. This
required premium will be indicated in a written notice which we will send to you
at the beginning of the grace period. The grace period commences when we mail
such notice. The contract will continue in force throughout the grace period,
but if the required premium is not forthcoming, the contract will terminate
without value at the end of the grace period. If death occurs during the grace
period, the death benefit payable under the contract will be reduced by the
amount of any unpaid monthly deduction. However, the contract will never lapse
due to insufficient cash surrender value as long as the death benefit guarantee
is in effect.
    


                                       25
<PAGE>   28
REINSTATEMENT

If the contract lapses, you may apply for reinstatement anytime within five
years. Your contract will be reinstated provided you supply proof of
insurability and pay the monthly cost of insurance charges from the grace period
plus a reinstatement premium. The reinstatement premium, after deduction of the
premium expense charge, must be sufficient to cover the monthly deduction for
two contract months following the effective date of reinstatement. If a loan was
outstanding at the time of lapse, we will require reinstatement or repayment of
the loan and accrued interest at 6% per year before permitting reinstatement of
the contract.

CONVERSION

   
Once during the first two years following the issue date and the date of any
increase in stated amount, you may convert your contract or increase, as
applicable, to a fixed benefit flexible premium policy by transferring all of
your accumulation value to the general account. After such a transfer, values
and death benefits under your contract will be determinable and guaranteed.
Accumulation values will be determined as of the date we receive a conversion
request at our home office. There will be no change in stated amount as a result
of the conversion and no evidence of insurability is required. Outstanding loans
need not be repaid in order to convert your contract. Transfers of accumulation
value to the general account in connection with such a conversion will be made
without charge.
    

FREE LOOK

   
You have a limited right to cancel your contract or any increase in stated
amount. We will cancel the contract or increase if you notify us or our agent
before 20 days from the date you receive the contract or increase. Within seven
days after we receive your notice to cancel, we will return all of the money you
paid for the cancelled contract or increase. In some states, applicable law
requires that your refund be adjusted by any investment gains or losses.
    

                             CHARGES AND DEDUCTIONS

   
We make charges against or deductions from premium payments, accumulation values
and contract surrenders in the manner described below.
    

PREMIUM EXPENSE CHARGE

   
Each premium payment is subject to a premium expense charge. The premium expense
charge has two components: a federal tax charge and a charge for the state
premium tax and any other state and local taxes applicable to your contract.

Federal Tax Charge. - The contract is subject to a charge of 1.25% of premiums
paid in the first 10 years.  This charge is intended to help defray the federal
tax cost attributable to this contract.

State Premium Tax. Your premium payments will be subject to the state premium
tax and any other state or local taxes applicable to your contract.  Currently,
most state premium taxes range from 2% to 4%.
    

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

Ohio National Life and its affiliated companies offer a credit on the purchase
of contracts by any of their employees, directors or retirees, or their spouse
or the surviving spouse of a deceased retiree, covering any of the foregoing or
any of their minor children, or any of their children ages 18 to 21 who is
either (i) living in the purchaser's household or (ii) a full-time college
student being supported by the purchaser, or any of the purchaser's minor
grandchildren under the Uniform Gifts to Minors Act. This credit is treated as
additional premium under the contract.


                                       26
<PAGE>   29
   
The amount of the credit equals 45% of the first contract year's minimum premium
and 45% of the minimum premium attributable to any increase in stated amount for
the year of such increase, plus 3% of any first year premium paid in excess of
the minimum premium, and 3% of the total premiums paid in the second through
sixth contract years. The Company credits the general account of the employee's
contract in the foregoing amounts at the times premium payments are made by the
employee.
    

MONTHLY DEDUCTION

   
As of the contract date and each subsequent process day, we will deduct from the
accumulation value of your contract a monthly deduction to cover certain charges
and expenses incurred in connection with the contract.

The monthly deduction consists of (1) the cost of insurance, (2) an
administration charge of $7 for the cost of establishing and maintaining
contract records and processing applications and notices, (3) a risk charge for
the risk associated with the death benefit guarantee, and (4) the cost of
additional insurance benefits provided by rider.
    

Your cost of insurance is determined on a monthly basis, and is determined
separately for your initial stated amount and each subsequent increase in the
stated amount. The monthly cost of insurance rate is based on your sex, attained
age, rate class and the length of time since issue. The cost of insurance is
calculated by multiplying (i) by the result of (ii) minus (iii), where:

   
 (i)   is the cost of insurance rate as described in the contract. Such actual
       cost will be based on our expectations as to future mortality experience.
       It will not, however, be greater than the guaranteed cost of insurance
       rates set forth in the contract. Such rates for smokers and non-smokers
       are based on the 1980 Commissioner's Standard Ordinary, Male or Female,
       Smoker or Nonsmoker, mortality table, with assumed interest at the rate
       of 4% per year. The cost of insurance charge is guaranteed not to exceed
       such table rates for the insured's risk class;
    

 (ii)  is the death benefit at the beginning of the contract month divided by
       1.0032737; and

   
 (iii) is accumulation value at the beginning of the contract month.
    

In connection with certain employer-related plans, cost of insurance rates may
not be based on sex. (See "Employee Benefit Plans" at page 36.)

   
The charge for the death benefit guarantee is $0.00, $0.01, $0.03 per $1,000 of
your stated amount, depending upon which death benefit guarantee period you
choose.
    

RISK CHARGE

   
Your accumulation value in the variable account, but not your accumulation value
in the general account, will also be subject to a risk charge intended to
compensate us for assuming certain mortality and expense risks in connection
with the contract. Such charge will be assessed at a daily rate of 0.0020471%
against each of the variable subaccounts. This corresponds to an annual rate of
0.75%. The risks assumed by us include the risks of greater than anticipated
mortality and expenses.
    

SURRENDER CHARGE

   
After the free look period and during the early years of your contract and
following any increase in stated amount, a surrender charge is assessed in
connection with all complete surrenders, all lapses, all decreases in stated
amount and certain partial surrenders. Such surrender charge consists of two
components: (1) a contingent deferred sales charge, which applies to your
initial contract for 20 years from the contract date and to any increase for 20
years from the effective date of such increase, and (2) a contingent deferred
insurance underwriting charge, which applies for 8 years from such dates.
    


                                       27
<PAGE>   30
   
If you surrender your contract in full or it lapses when a surrender charge
applies, we will deduct the total charge from your accumulation value. If you
decrease the stated amount of your contract while a surrender charge applies,
your accumulation value will be charged with the portion of the total surrender
charge attributable to the stated amount cancelled by the decrease.
    

Partial surrenders in any contract year totaling 10% or less of the cash
surrender value of your contract as of the end of the previous contract year are
not subject to any surrender charge. Partial surrenders in any contract year in
excess of 10% of the cash surrender value of your contract as of the end of the
previous contract year will be subject to that percentage of the total surrender
charges that is equal to the percentage of cash surrender value withdrawn minus
10%.

   
For example, assume a contract which now has, and at the end of the previous
contract year had, an accumulation value of $11,100 and a surrender charge of
$1,100. The cash surrender value of the contract is therefore $10,000. If you
decide to withdraw 25% of such cash surrender value ($2,500), we will impose a
charge equal to 15% (25% minus 10%) of the total surrender charge (.15 x $1,100
= $165) and reduce your accumulation value by that amount.

Contingent Deferred Sales Charge. The contingent deferred sales charge for your
initial contract is 50% of premiums paid in the first 10 years up to the maximum
shown on the contract specification page. The contingent deferred sales charge
takes effect only if your contract lapses or you surrender your contract, in
whole or in part, or decrease your stated amount, during the first 20 contract
years following the issue date or the date of any increase.

The contingent deferred sales charge for an increase is 50% of premiums
allocated to such increase in the first 10 years. (See "Death Benefits - Changes
in Stated Amount" at page 18.)

We grade-off the contingent deferred sales charge over the 20 year period to
which it applies. The table below shows the percentage of the total of such
charge that we intend to impose on surrenders, lapses, decreases and certain
partial surrenders in each year such charge applies.

<TABLE>
<CAPTION>
                  YEAR                              PERCENTAGE OF TOTAL CHARGE
                  ----                              --------------------------
<S>                                                           <C>

                    1                                          100%
                    2                                          100%
                    3                                          100%
                    4                                          100%
                    5                                          100%
                    6                                          100%
                    7                                          100%
                    8                                          100%
                    9                                          100%
                   10                                          100%
                   11                                           90%
                   12                                           80%
                   13                                           70%
                   14                                           60%
                   15                                           50%
                   16                                           40%
                   17                                           30%
                   18                                           20%
                   19                                           10%
                   20                                           0%
</TABLE>
    



                                       28
<PAGE>   31
   
    
Contingent Deferred Insurance Underwriting Charge. The contingent deferred
insurance underwriting charge varies with age at issue or increase and is
expressed as an amount per thousand dollars of your stated amount and therefore
varies with the size of your contract as well. Such variation is limited,
however, in that such charge only applies to the first $500,000 of your stated
amount. The charges per thousand dollars of stated amount and the maximum
charges by virtue of the $500,000 cap are set forth in the following table:


<TABLE>
<CAPTION>
         AGE AT ISSUE                                                    61 AND
         OR INCREASE          0-40         41-50          51-60          OVER
         ------------         ----         -----          -----          ------
<S>                    <C>             <C>             <C>             <C>
                                                               
Charge per              $    3.00       $    4.00       $    5.00       $    6.00
$1.000 of              
Stated Amount          
Maximum                 $   1,500       $   2,000       $   2,500       $   3,000
</TABLE>

   
We grade-off the contingent deferred insurance underwriting charge in accordance
with the following table. The table shows the percentage to total such charge we
intend to impose on surrenders, lapses, decreases and certain partial surrenders
in each year such charge applies.

<TABLE>
<CAPTION>
            YEAR                                PERCENTAGE OF TOTAL CHARGE
            ----                                --------------------------
<S>                                                       <C>

              1                                            100%
              2                                            100%
              3                                            100%
              4                                            100%
              5                                             80%
              6                                             60%
              7                                             40%
              8                                             20%
</TABLE>
    


The contingent deferred insurance underwriting charge is intended to compensate
us for certain insurance underwriting costs, including the selection and
classification of risks and processing medical evidence of insurability.

SERVICE CHARGES

   
A charge that is currently $3 and is guaranteed not to exceed $15 will be
imposed on each transfer of accumulation values among the subaccounts of the
variable account and the general account. Currently, the Company is not
assessing this charge on the first four transfers made in any contract year. For
partial surrenders, a service fee will be charged equal to the lesser of $25 or
2% of the amount surrendered. A fee, not to exceed $100, is charged for any
illustration of benefits and values that you may request after the issue date.
All such fees are no greater than anticipated expenses in providing such
services.
    

OTHER CHARGES

   
We also reserve the right to charge the assets of each subaccount and the
general account to provide for any taxes that may become payable by us in
respect of such assets. Under current law, no such taxes are anticipated. In
addition, the Fund pays certain expenses that affect the value of your contract.
The principal expense at the Fund level is an investment advisory fee which, for
the Equity, Bond, Omni and Social Awareness Portfolios is at the annual rate of
0.60% of the first $100 million of average daily net assets of each of those
portfolios, 0.50% of the next $150 million, 0.45% of the next $250 million,
0.40% of the next $500 million, 0.30% of the next $1 billion, and 0.25% of all
portfolio assets in excess of $2 billion. For the Money Market Portfolio, the
fee is 0.30% of the first $100 million of average daily net assets, 0.25% of the
next $150 million, 0.23% of the next $250 million, 0.20% of the next $500
million, and 0.15% of all assets in excess of $1 billion. Presently, with
respect to the Money Market Portfolio, the Adviser is waiving any of its fee in
excess of 0.25%. For the International and Global Contrarian Portfolios, the fee
is 0.90% of each portfolio's average daily net assets, of which 0.75% is paid by
the Adviser to SGAM. For the Capital Appreciation, Small Cap, and Aggressive
Growth Portfolios, the fee is 0.80% of the average daily net assets of each of
those portfolios. The Adviser then pays TRPA a fee at an annual rate of
    


                                       29
<PAGE>   32
   
0.70% of the first $5 million and 0.50% of average daily net assets value in
excess of $5 million for the Capital Appreciation Portfolio. The Adviser pays
FAM a fee at an annual rate of 0.65% of the first $75 million, 0.60% of the next
$75 million, and 0.55% of average daily net asset value in excess of $150
million for the Small Cap Portfolio. The Adviser pays SCM a fee at an annual
rate of 0.70% of the first $50 million and 0.50% of average daily net asset
value in excess of $50 million for the Aggressive Growth Portfolio. For the Core
Growth Portfolio, the fee is 0.95% of the first $150 million of average daily
net assets and 0.80% of all assets in excess of $150 million. The Adviser then
pays PBA a fee at an annual rate of 0.75% of the first $50 million, 0.70% of the
next $100 million and 0.50% of average daily net assets in excess of $150
million for the Core Growth Portfolio. For the Growth & Income Portfolio, the
fee is 0.85% of the first $200 million of average daily net assets and 0.80% of
all assets in excess of $200 million. The Adviser then pays RSIM a fee at an
annual rate of 0.60% of the first $100 million, 0.55% of the next $100 million
and 0.50% of average daily net assets in excess of $200 million for the Growth &
Income Portfolio. For the S&P 500 Index Portfolio, the fee is 0.40% of the first
$100 million of average daily net assets, 0.35% of the next $150 million, and
0.33% of all assets in excess of $250 million. For the Emerging Markets Fund,
its investment adviser, Montgomery Asset Management, L.P., is paid a fee at the
annual rate of 1.25% of the first $250 million of average daily net assets and
1.00% of all assets of the Emerging Markets Fund in excess of $250 million. (See
the accompanying prospectuses of the Fund and the Emerging Markets Fund for a
full description of all their expenses and fees.)
    

                               GENERAL PROVISIONS

VOTING RIGHTS

   
We will vote the Fund shares held in the various subaccounts of the variable
account at shareholder meetings of the Fund (or of the Emerging Markets Fund) in
accordance with your instructions. If, however, the 1940 Act or any regulation
thereunder should change and we determine that it is permissible to vote the
Fund shares in our own right, we may elect to do so. The number of votes as to
which you have the right to instruct will be determined by dividing your
contract's accumulation value in a subaccount by the net asset value per share
of the corresponding Fund portfolio. Fractional shares will be counted. The
number of votes as to which you have the right to instruct will be determined as
of the date coincident with the date established by the Fund for determining
shareholders eligible to vote at the meeting of the Fund. Voting instructions
will be solicited in writing prior to such meeting in accordance with procedures
established by the Fund. We will vote Fund shares attributable to contracts as
to which no instructions are received, and any Fund shares held by the variable
account which are not attributable to contracts, in proportion to the voting
instructions which are received with respect to contracts participating in the
variable account. Each person having a voting interest will receive proxy
material, reports and other material relating to the Fund.

Similarly, we will vote Fund shares held by variable annuity separate accounts
in accordance with instructions received from annuity owners. Fund shares owned
by Ohio National Life that are held by such variable annuity separate accounts
will be voted in proportion to the voting instructions received from
contractowners.
    

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that shares be voted so as to
cause a change in subclassification or investment objective of the Fund or
disapprove an investment advisory contract of the Fund. In addition, we may
disregard voting instructions in favor of changes initiated by a contractowner
in the investment policy or the investment adviser of the Fund if we reasonably
disapprove of such changes. A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determined that the change would be inconsistent with the investment
objectives of the variable account or would result in the purchase of securities
for the variable account which vary from the general quality and nature of
investments and investment techniques utilized by other separate accounts
created by us or any of our affiliates which have similar investment objectives.
In the event that we disregard voting instructions, a summary of that action and
the reason for such action will be included in your next semi-annual report.


                                       30
<PAGE>   33
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

   
We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from or substitutions for the shares held by any
subaccount or which any subaccount may purchase. If shares of the Fund or
Emerging Markets Fund should no longer be available for investment or if, in the
judgment of management, further investment in shares of the Fund or the Emerging
Markets Fund would be inappropriate in view of the purposes of the contract, we
may substitute shares of any other investment company for shares already
purchased, or to be purchased in the future. No substitution of securities will
take place without notice to and the consent of contractowners and without prior
approval of the Commission, all to the extent required by the 1940 Act. In
addition, the investment policy of the variable account will not be changed
without the approval of the Ohio Superintendent of Insurance and such approval
will be on file with the state insurance regulator of the state where your
contract was delivered.

Each class of Fund shares is subject to certain investment restrictions which
may not be changed without the approval of the majority of such shares. For
details concerning such restrictions, see the accompanying prospectus for the
Fund and the Emerging Markets Fund.
    

ANNUAL REPORT

   
Each year we will send you a report which shows the current accumulation value,
the cash surrender value, the stated amount, any contract indebtedness, any
partial withdrawals since the date of the last report, investment experience
credited since the last report, premiums paid and all charges imposed since the
last annual report. We will also send you all reports required by the 1940 Act.

We will also make available a projection report. This report will be based on
planned premiums, guaranteed cost of insurance and guaranteed interest, if any.
It will show the accumulation value of your contract one year from the date of
the report. Although there is generally no charge, we may charge a fee of not
more than $100 for this report and if you ask for more than one annual report.
    

LIMITATION ON RIGHT TO CONTEST

We will not contest the insurance coverage provided under the contract, except
for any subsequent increase in stated amount, after the contract has been in
force during your lifetime for a period of two years from the contract date.
This provision does not apply to any rider which grants disability or accidental
death benefits. Any increase in the stated amount will not be contested after
such increase has been in force during your lifetime for two years following the
effective date of the increase. Any increase will be contestable within the two
year period only with regard to statements concerning the increase.

MISSTATEMENTS

If the age or sex of the insured has been misstated in an application, including
a reinstatement application, the amount payable under the contract by reason of
the death of the insured will be 1.0032737 multiplied by the sum of (i) and (ii)
where:

   
     (i)  is the accumulation value on the date of death; and

     (ii) is the death benefit, less the accumulation value on the date of
          death, multiplied by the ratio of (a) the cost of insurance actually
          deducted at the beginning of the contract month in which the death
          occurs to (b) the cost of insurance that should have been deducted at
          the insured's true age or sex.
    


                                       31
<PAGE>   34
SUICIDE

   
The contract does not cover the risk of suicide or self-destruction within two
years from the contract date or two years from the date of any increase in
stated amount with respect to such increase, whether the insured is sane or
insane. In the event of suicide within two years of the contract date, we will
refund premiums paid, without interest, less any contract indebtedness and less
any partial surrender. In the event of suicide within two years of an increase
in stated amount, we will refund any premiums allocated to the increase, without
interest, less a deduction for a share of any contract indebtedness outstanding
and any partial surrenders made since the increase. The share of indebtedness
and partial surrenders so deducted will be determined by dividing the total face
amount at the time of death by the face amount of the increase.
    

BENEFICIARIES

The primary and contingent beneficiaries are designated by the contractowner on
the application. If changed, the primary beneficiary or contingent beneficiary
is as shown in the latest change filed with us. If more than one beneficiary
survives the insured, the proceeds of the contract will be paid in equal shares
to the survivors in the appropriate beneficiary class unless requested otherwise
by the contractowner.

POSTPONEMENT OF PAYMENTS

   
Payment of any amount upon a complete or partial surrender, a contract loan, or
benefits payable at death or maturity may be postponed whenever: (i) the New
York Stock Exchange is closed other than customary week-end and holiday
closings, or trading on the Exchange is restricted as determined by the
Commission; (ii) the Commission by order permits postponement for the protection
of contractowners; or (iii) an emergency exists, as determined by the
Commission, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of the
variable account's net assets. The Company may also withhold payment of any
increased accumulation value or loan value resulting from a recent premium
payment until your premium check has cleared. This could take up to 15 days
after we receive your check.
    

ASSIGNMENT

The contract may be assigned as collateral security. We must be notified in
writing if the contract has been assigned. Each assignment will be subject to
any payments made or action taken by us prior to our notification of such
assignment. We are not responsible for the validity of an assignment. The
contractowner's rights and the rights of the beneficiary may be affected by an
assignment.

NON-PARTICIPATING CONTRACT

The contract does not share in our surplus distributions. No dividends are
payable with respect to the contract.

                               THE GENERAL ACCOUNT

By virtue of exclusionary provisions, interests in the general account have not
been registered under the Securities Act of 1933 and the general account has not
been registered as an investment company under the 1940 Act. Accordingly,
neither the general account nor any interests therein are subject to the
provisions of these Acts.

GENERAL DESCRIPTION

The general account consists of all assets owned by us other than those in the
variable account and any other separate accounts we may establish. Subject to
applicable law, we have sole discretion over the investment of the assets of the
general account.


                                       32
<PAGE>   35
   
You may elect to allocate net premiums to the general account or to transfer
accumulation value to the general account from the subaccounts of the variable
account. The allocation or transfer of funds to the general account does not
entitle a contractowner to share in the investment experience of the general
account. Instead, we guarantee that your accumulation value in the general
account will accrue interest daily at an effective annual rate of at least 4%,
without regard to the actual investment experience of the general account.
Consequently, if you pay the planned premiums, allocate all net premiums only to
the general account and make no transfers, partial surrenders, or contract
loans, the minimum amount and duration of your death benefit will be
determinable and guaranteed. Transfers from the general account to the variable
account are partially restricted and allocation of substantial sums to the
general account reduces the flexibility of the contract. (See "Premiums - 
Transfers" at page 24.)

ACCUMULATION VALUE

The accumulation value in the general account on the later of the issue date or
the day we receive your initial premium is equal to the portion of the net
premium allocated to the general account, less a pro rata portion of the first
monthly deduction.

Thereafter, until the maturity date, we guarantee that the accumulation value in
the general account will not be less than the amount of the net premiums
allocated or accumulation value transferred to the general account, plus
interest at the rate of 4% per year, plus any excess interest which we credit,
less the sum of all charges and interest thereon allocable to the general
account and any amounts deducted from the general account in connection with
partial surrenders and interest thereon or transfers to the variable account.

We guarantee that interest credited to your accumulation value in the general
account will not be less than an effective annual rate of 4% per year. We may,
at our sole discretion, credit a higher rate of interest, although we are not
obligated to do so. The contractowner assumes the risk that interest credited
may not exceed the guaranteed minimum rate of 4% per year. The accumulation
value in the general account will be calculated on each valuation date.
    

OPTIONAL INSURANCE BENEFITS

   
Subject to certain requirements, one or more optional insurance benefits may be
added to your contract, including riders providing additional term insurance,
spouse/additional insured term insurance, family plan/children insurance, a
guaranteed purchase option, accidental death, waiver of premium, preferred loan,
continuation of coverage, and accelerated death benefit. More detailed
information concerning such riders may be obtained from your agent. The cost of
any optional insurance benefits will be deducted as part of the monthly
deduction. (See "Charges and Deductions - Monthly Deduction" at page 27.)
    

SETTLEMENT OPTIONS

In addition to a lump sum payment of benefits under the contract (see "Death
Benefits" at page 15), any proceeds may be paid in any of the five methods
described in your contract. For more details, contact your agent. A settlement
option may be designated by notifying us in writing at our home office. Any
amount left with us for payment under a settlement option will be transferred to
the general account. During the life of the insured, the contractowner may
select a settlement option. If a settlement option has not been chosen at the
insured's death, the beneficiary may choose one. If a beneficiary is changed,
the settlement option selection will no longer be in effect unless the
contractowner requests that it continue. A settlement option may be elected only
if the amount of the proceeds is $5,000 or more. We reserve the right to change
the interval of payments if necessary to increase the payments to at least $25
each.


                                       33
<PAGE>   36
                          DISTRIBUTION OF THE CONTRACT

The contract is sold by individuals who, in addition to being licensed as life
insurance agents, are also registered representatives (a) of The O.N. Equity
Sales Company ("ONESCO"), a wholly-owned subsidiary of Ohio National Life, or
(b) of other broker-dealers that have entered into distribution agreements with
the principal underwriter of the contracts. ONESCO and the other broker-dealers
are responsible for supervising and controlling the conduct of their registered
representatives in connection with the offer and sale of the contract. ONESCO
and the other broker-dealers are registered with the Commission under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc.

At the date of this prospectus, ONESCO was the principal underwriter of the
contracts. However, pending receipt of necessary regulatory approvals, Ohio
National Equities, Inc., a new wholly-owned subsidiary of Ohio National Life,
will become the principal underwriter. The Company, pursuant to a distribution
and service agreement with the principal underwriter, reimburses the principal
underwriter for any expenses incurred by it in connection with the distribution
of the contracts. At the end of each calendar quarter, the principal underwriter
pays the Company an amount equal to one-sixteenth of one percent of the average
daily amount of assets of the contract maintained in the Fund during that
quarter. This agreement may be terminated at any time by either party on 60
days' written notice.


                            MANAGEMENT OF THE COMPANY

<TABLE>
<CAPTION>
OFFICERS AND DIRECTORS

                                  RELATIONSHIP                          PRINCIPAL OCCUPATION
NAME                              WITH COMPANY                          AND BUSINESS ADDRESS
- ----                              ------------                          --------------------
<S>                              <C>                                  <C>
Paul L.  Bergmann                 Vice President, Financial             The Ohio National Life
                                  Control                               Insurance Company*
                                                                       
Michael A.  Boedeker              Vice President, Fixed Income          The Ohio National Life
                                  Securities                            Insurance Company*
                                                                       
Joseph P. Brom                    Director and Senior Vice President    The Ohio National Life
                                  & Chief Investment Officer            Insurance Company*
                                                                        
                                                                       
David W. Cook                     Senior Vice President and Actuary     The Ohio National Life
                                                                        Insurance Company*
                                                                       
Robert M.   DiTommaso             Vice President, Career Marketing      The Ohio National Life
                                                                        Insurance Company*
                                                                       
Ronald J.  Dolan                  Director and Senior Vice President    The Ohio National Life
                                  & Chief Financial Officer             Insurance Company*
                                                                       
David B.  O'Maley                 Director and Chairman,                The Ohio National Life
                                  President & Chief Executive Officer   Insurance Company*
                                                                       
George B.  Pearson                Vice President, PGA Marketing         The Ohio National Life
                                                                        Insurance Company*
                                                                       
Dallas L.  Pennington             Vice President, Information           The Ohio National Life
                                  Systems                               Insurance Company*
                                                                       
D.  Gates Smith                   Senior Vice President, Sales          The Ohio National Life
                                                                        Insurance Company*
                                                                       
Michael D.  Stohler               Vice President, Mortgages &           The Ohio National Life
                                  Real Estate                           Insurance Company*
                                                                       
Stuart G.  Summers                Director and Senior Vice President    The Ohio National Life
                                  and General Counsel                   Insurance Company*
                                                                       
Donald J.  Zimmerman              Director, Senior Vice President,      The Ohio National Life
                                  Insurance Operations                  Insurance Company*
                                  and Secretary  
</TABLE>
                      
                                                                      
*Principal Business Address is:
  One Financial Way
  Cincinnati, Ohio 45242

The officers, directors and employees of the Company who have access to the
assets of the variable account are covered by fidelity bonds issued by United
States Fidelity & Guaranty Company in the aggregate amount of $3,000,000.


                                       34
<PAGE>   37
                                    CUSTODIAN

   
Pursuant to a written agreement, Star Bank, NA, 425 Walnut Street, Cincinnati,
Ohio, serves as custodian of the assets of the variable account. The fee of the
custodian for services rendered to the variable account is paid by the Company.
The custodian also provides valuation and certain recordkeeping services to the
variable account, which include, without limitation, maintaining a record of all
purchases, redemptions and distributions relating to Fund shares, the amounts
thereof and the number of shares from time to time standing to the credit of the
variable account.
    

                         STATE REGULATION OF THE COMPANY

The Company is organized under the laws of the State of Ohio and is subject to
regulation by the Superintendent of Insurance of Ohio. An annual statement is
filed with the Superintendent on or before March 1 of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year. Periodically, the Superintendent examines the
assets and liabilities of the Company and of the variable account and verifies
their adequacy. A full examination of the Company's operations is conducted by
the National Association of Insurance Commissioners at least every five years.

In addition, the Company is subject to the insurance laws and regulations of
other states in which it is licensed to operate. Generally, the insurance
department of any other state applies the laws of the state of domicile in
determining permissible investments.

                               FEDERAL TAX MATTERS

The following description is a brief summary of some of the Code provisions
which, in the Company's opinion, are currently in effect. This summary does not
purport to be complete or to cover all situations, including the possible tax
consequences of changes in ownership. Counsel and other competent tax advisers
should be consulted for more complete information. Tax laws can change, even
with respect to contracts that have already been issued. Tax law revisions, with
unfavorable consequences to contracts offered by this prospectus, could have
retroactive effect on previously issued contracts or on subsequent voluntary
transactions in previously issued contracts.

CONTRACT PROCEEDS

The contract contains provisions not found in traditional life insurance
contracts providing only for fixed benefits. However, under the Code, as amended
by the Tax Reform Act of 1984, the contract should qualify as a life insurance
contract for federal income tax purposes as long as certain conditions are met.
Consequently, the proceeds of the contract payable to the beneficiary on the
death of the insured will generally be excluded from the beneficiary's income
for purposes of the federal income tax.

   
Current tax rules and penalties on distributions from life insurance contracts
apply to any life insurance contract issued or materially changed on or after
June 21, 1988 that is funded more heavily (faster) than a traditional whole life
plan designed to be paid-up after the payment of level annual premiums over a
seven-year period. Thus, for such a contract (called a "modified endowment
contract" in the Code), any distribution, including surrenders, partial
surrenders, maturity proceeds, and loans secured by the contract, during the
insured's lifetime (but not payments received as an annuity or as a death
benefit) would be included in the contractowner's gross income to the extent
that the contract's cash surrender value exceeds the owner's investment in the
contract. In addition, a ten percent penalty tax applies to any such
distribution from such a contract, to the extent includible in gross income,
except if made (i) after the taxpayer's attaining age 59-1/2, (ii) as a result
of his or her disability or (iii) in one of several prescribed forms of annuity
payments.
    


                                       35
<PAGE>   38
   
Loans received under the contract will be construed as indebtedness of the
contractowner in the same manner as loans under a fixed benefit life insurance
policy and no part of any loan under the contract is expected to constitute
income to the contractowner. Interest payable with respect to such loans is not
tax deductible. If the contract is surrendered or lapsed, any policy loan then
in effect is treated as taxable income to the extent that the contract's
accumulation value (including the loan amount) then exceeds your "basis" in the
contract. (Your "basis" equals the total amount of premiums that were paid into
the contract less any withdrawals from the contract.)
    

Federal estate and local estate, inheritance and other tax consequences of
contract ownership or receipt of contract proceeds depend upon the circumstances
of each contractowner and beneficiary.

CORRECTION OF MODIFIED ENDOWMENT CONTRACT

If you have made premium payments in excess of the amount that would be
permitted without your contract being treated as a modified endowment contract
under the Code, you may, upon timely written request, prevent that tax treatment
by receiving a refund, without deduction of any charges, of the excess premium
paid, plus interest thereon at the rate of 6% per year. Under the Code, such a
corrective action must be completed by no later than 60 days after the end of
the year following the date the contract became a modified endowment contract.

RIGHT TO CHARGE FOR COMPANY TAXES

The Company is presently taxed as a life insurance company under the provisions
of the Code. The Tax Reform Act of 1984 specifically provides for adjustments in
reserves for flexible premium policies, and we will reflect flexible premium
life insurance operations in our tax return in accordance with such Act.

Currently, no charge is assessed against the variable account for the Company's
federal taxes, or provision made for such taxes, that may be attributable to the
variable account. However, we may in the future charge each subaccount of the
variable account for its portion of any tax charged to us in respect of such
subaccount or its assets. Under present law, we may incur state and local taxes
(in addition to premium taxes) in several states. At present, these taxes are
not significant. If they increase, however, we may decide to assess charges for
such taxes, or make provision for such taxes, against the variable account. Any
such charges against the variable account or its subaccounts could have an
adverse effect on the investment performance of such subaccounts.

                             EMPLOYEE BENEFIT PLANS

Employers and employee organizations should consider, in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of a contract in connection with an employment-related insurance or benefit
plan. The United States Supreme Court held, in a 1983 decision, that, under
Title VII, optional annuity benefits under a deferred compensation plan could
not vary on the basis of sex.

                                LEGAL PROCEEDINGS

There are no legal proceedings to which the variable account is a party or to
which the assets of any of the subaccounts thereof are subject. The Company is
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the variable account.

                                  LEGAL MATTERS

Jones & Blouch, L.L.P., Washington, D.C., has served as special counsel with
regard to legal matters relating to federal securities laws applicable to the
issuance of the flexible premium variable life insurance contract described in
this prospectus. All matters of Ohio law pertaining to the contract including
the validity of the contract and the Company's right to issue the contract under
the Insurance Law of the State of Ohio have been passed upon by Ronald L.
Benedict, Second Vice President and Counsel of Ohio National Life.


                                       36
<PAGE>   39
                                     EXPERTS

The financial statements of Variable Account R as of December 31, 1995 and for
each of the periods indicated herein and of the Company as of December 31, 1995
and for the year then ended included in this prospectus have been included
herein in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing. 

   
The audited financial statements of the Company (a wholly-owned subsidiary of
Ohio National Life) have been prepared in accordance with generally accepted
accounting principles. The report on the financial statements of the Company 
refers to a change in accounting and reporting by mutual life insurance 
enterprises and their wholly-owned subsidiaries and by insurance enterprises
for certain long-duration participating contracts in 1995.
    

Actuarial matters included in this prospectus have been examined by David W.
Cook, FSA, MAAA, as stated in the opinion filed as an exhibit to the
registration statement. 

                             REGISTRATION STATEMENT

A registration statement has been filed with the Commission under the Securities
Act of 1933, as amended, with respect to the contract offered hereby. This
prospectus does not contain all the information set forth in the registration
statement. Reference is made to such registration statement for further
information concerning the variable account, the Company and the contract
offered hereby. Statements contained in this prospectus as to the contents of
the contract and other legal instruments are summaries. For a complete statement
of the terms thereof, reference is made to such instruments as filed.

                              FINANCIAL STATEMENTS

The financial statements of the Company which are included in this prospectus
should be considered only as bearing on the ability of the Company to meet its
obligations under the contract. They should not be considered as bearing on the
investment performance of the assets held in the variable account.

                        OHIO NATIONAL VARIABLE ACCOUNT R
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
       Ohio National Life Assurance Corporation
The Contract Owners
       Ohio National Variable Account R

We have audited the accompanying statements of assets and contract owner's
equity of Ohio National Variable Account R as of December 31, 1995, and the
related statement of operations, changes in contract owners' equity and
schedules of changes in unit values for each of the periods indicated herein.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. 

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by examination of the
underlying mutual fund. 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 referred to above present fairly, in
all material respects, the financial position of Ohio National Variable Account
R at December 31, 1995, and the results of its operations, changes in
contractowners' equity and changes in unit values for each of the periods
indicated herein, in conformity with generally accepted accounting principles.

                                                          KPMG Peat Marwick LLP

Cincinnati, Ohio
January 26, 1996


                                       37
<PAGE>   40
                        OHIO NATIONAL VARIABLE ACCOUNT R
                STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY

                                December 31, 1995

<TABLE>
<CAPTION>
                                         MONEY                                                          CAPITAL            SMALL  
                         EQUITY         MARKET           BOND           OMNI       INTERNATIONAL     APPRECIATION           CAP     
                       SUBACCOUNT     SUBACCOUNT      SUBACCOUNT     SUBACCOUNT     SUBACCOUNT        SUBACCOUNT        SUBACCOUNT
                       -----------    ----------      ----------     ----------     ----------       -----------        ----------
<S>                    <C>             <C>            <C>           <C>            <C>               <C>
     

Assets - Investments
at market value
(note 2)                $16,037,147     $671,215       $526,383      $5,159,728      $8,125,877        $1,238,994        $1,674,007 
                        ===========     ========       ========      ==========      ==========        ==========        ========== 

Contract owners' equity:
   Contracts in
   accumulation
   period (note 3)      $16,037,147     $671,215       $526,383      $5,159,728      $8,125,877        $1,238,994        $1,674,007 
                        ===========     ========       ========      ==========      ==========        ==========        ========== 
</TABLE>


<TABLE>
<CAPTION>
                                  GLOBAL          AGGRESS. 
                                  CONTR.           GROWTH  
                                SUBACCOUNT       SUBACCOUNT
                                ----------       ----------
<S>                               <C>             <C>
Assets - Investments
at market value                                            
(note 2)                           232,012         442,081 
                                   =======         ======= 
                                                           
Contract owners' equity:                                   
   Contracts in                                            
   accumulation                                            
   period (note 3)                 232,012         442,081 
                                   =======         ======= 
</TABLE>

                              



    The accompanying notes are an integral part of these financial statements.


                                       38
<PAGE>   41
                        OHIO NATIONAL VARIABLE ACCOUNT R
         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                      FOR THE THREE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
                                                                                                       MONEY 
                                                          EQUITY                                       MARKET  
                                                        SUBACCOUNT                                   SUBACCOUNT
                                            1995           1994            1993         1995            1994            1993      
                                      ------------------------------------------------------------------------------------------
<S>                                   <C>            <C>             <C>           <C>             <C>             <C>

Investment activity:
     Reinvested capital
       gains and dividends             $    377,916   $    312,185    $    228,872   $     24,454   $     14,204    $      6,282   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
Realized and unrealized gain
     (loss)  on investments:
        Realized gain (loss)                137,099         76,820          62,035            140             --              --   
        Unrealized gain (loss)            2,656,620       (358,845)        738,010             --             --            (218)  
                                       ------------    -----------    ------------   ------------    ------------   ------------
         Net gain (loss) on
           investments                    2,793,719       (282,025)        800,045            140             --            (218)  
                                       ------------   ------------    ------------   ------------   ------------    ------------   
             Net investment activity      3,171,635         30,160       1,028,917         24,594         14,204           6,064   
                                       ------------   ------------    ------------   ------------   ------------    ------------   

Equity transactions:
     Sales:
        Contract purchase payments        3,786,276      3,311,520       2,490,654      2,749,849      3,427,468       1,747,695   
        Transfers from fixed and
          other subaccounts               1,036,068      1,199,000       1,156,965        478,053        588,864         273,749   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
                                          4,822,344      4,510,520       3,647,619      3,227,902      4,016,332       2,021,444   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
Redemptions:
     Withdrawals and surrenders             325,573        246,089         303,031         24,538          2,746          11,533   
     Transfers to fixed and
       other subaccounts                  1,127,609      1,309,525         888,301      2,921,107      3,962,531       1,709,310   
Cost of insurance and
      administrative fee                  1,261,061      1,039,221         810,300        119,220        124,019          66,464   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
                                          2,714,243      2,594,835       2,001,632      3,064,865      4,089,296       1,787,307   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
      Net equity transactions             2,108,101      1,915,685       1,645,987        163,037        (72,964)        234,137   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
Risk and administrative
      expense (note 4)                       99,621         74,431          57,058          3,384          2,923           1,714   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
       Net change in contract
          owners' equity                  5,180,115      1,871,414       2,617,846        184,247        (61,683)        238,487   
Contract owners' equity:
     Beginning of period                 10,857,032      8,985,618       6,367,772        486,968        548,651         310,164   
                                       ------------   ------------    ------------   ------------   ------------    ------------   
     End of period                     $ 16,037,147   $ 10,857,032    $  8,985,618   $    671,215   $    486,968    $    548,651   
                                       ============   ============    ============   ============   ============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                              BOND                                        OMNI                  
                                                           SUBACCOUNT                                  SUBACCOUNT          
                                            1995              1994          1993          1995            1994            1993
                                           ----------------------------------------------------------------------------------------
<S>                                     <C>             <C>            <C>             <C>            <C>             <C>
Investment activity:                
     Reinvested capital             
       gains and dividends               $     19,903    $     18,388    $     11,491   $    122,957   $    118,097    $     80,190
                                         ------------    ------------    ------------   ------------   ------------    ------------
Realized and unrealized gain                                                                                                       
     (loss)  on investments:                                                                                                       
        Realized gain (loss)                       --          (1,030)          1,854         31,864         22,179          24,768
        Unrealized gain (loss)                    (78)        (26,390)          3,300        725,434       (155,096)        152,337
                                         ------------    ------------    ------------   ------------   ------------    ------------
         Net gain (loss) on                                                                                                        
           investments                        (44,832)        (27,420)          5,154        757,298       (132,917)        177,105
                                         ------------    ------------    ------------   ------------   ------------    ------------
             Net investment activity           44,754          (9,032)         16,645        880,255        (14,820         257,295
                                         ------------    ------------    ------------   ------------   ------------    ------------
                                                                                                                                   
Equity transactions:                                                                                                               
     Sales:                                                                                                                        
        Contract purchase payments             64,657         103,680          73,143      1,092,988      1,072,401         639,946
        Transfers from fixed and                                                                                                   
          other subaccounts                   108,837          40,481          48,401        370,752        841,401         420,385
                                         ------------    ------------    ------------   ------------   ------------    ------------
                                              254,991         144,161         121,544      1,463,740      1,913,802       1,060,331
                                         ------------    ------------    ------------   ------------   ------------    ------------
Redemptions:                                                                                                                       
     Withdrawals and surrenders                 5,704          15,725           7,847         67,498         58,256          36,030
     Transfers to fixed and                                                                                                        
       other subaccounts                       32,704          19,557          31,658        314,014        497,884         240,581
Cost of insurance and                                                                                                              
      administrative fee                       41,769          28,012          20,437        381,402        308,606         185,805
                                         ------------    ------------    ------------   ------------   ------------    ------------
                                               80,177          63,294          59,942        762,914        864,746         462,416
                                         ------------    ------------    ------------   ------------   ------------    ------------
      Net equity transactions                 174,814          80,867          61,602        700,826      1,049,056         597,915
                                         ------------    ------------    ------------   ------------   ------------    ------------
Risk and administrative                                                                                                            
      expense (note 4)                          2,892           1,792           1,362         33,258         21,835          16,214
                                         ------------    ------------    ------------   ------------   ------------    ------------
       Net change in contract                                                                                                      
          owners' equity                      236,579          70,043          76,885      1,547,823      1,012,401         838,996
Contract owners' equity:                                                                                                           
     Beginning of period                      289,804         219,761         142,876      3,611,905      2,599,504       1,760,508
                                         ------------    ------------    ------------   ------------   ------------    ------------
     End of period                       $    526,383    $    289,804    $    219,761   $  5,159,728   $  3,611,905    $  2,599,504
                                         ============    ============    ============   ============   ============    ============
</TABLE>

                                        



                                       39
<PAGE>   42
                        OHIO NATIONAL VARIABLE ACCOUNT R
         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                FOR THE THREE YEARS ENDED DECEMBER 31 (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                         CAPITAL        
                                                                    INTERNATIONAL (a)                  APPRECIATION      
                                                                      SUBACCOUNT                         SUBACCOUNT       
                                                       1995             1994          1993           1995         1994      
                                                       ----             ----          ----           ----         ----      
<S>                                                  <C>           <C>           <C>           <C>           <C>            

Investment activity:
    Reinvested capita:

     gains and dividends                              $   214,290   $    33,042   $       426   $    18,585   $       992    
                                                      -----------   -----------   -----------   -----------   -----------    

Realized and unrealized gain (loss) on investments:

       Realized gain (loss)                                26,863         4,970         4,044         2,645           (42)   
       Unrealized gain (loss)                             540,676       110,549       110,549        94,813        (1,734)   
                                                      -----------   -----------   -----------   -----------   -----------    
         Net gain (loss) on

           investments                                    567,539        70,353       114,593        97,458        (1,776)   
                                                      -----------   -----------   -----------   -----------   -----------    
             Net investment                               781,829       103,395       115,019       116,043          (784)   
                                                      -----------   -----------   -----------   -----------   -----------    
activity

Equity transactions:
    Sales:

      Contract purchase                                 2,976,009     2,195,400       277,695       422,829        42,626    
payments
      Transfers from fixed and

        other subaccounts                               1,049,632     2,581,376       898,376       696,659       150,290    
                                                      -----------   -----------   -----------   -----------   -----------    
                                                        4,025,641     4,776,776     1,176,461     1,119,488       192,916    
                                                      -----------   -----------   -----------   -----------   -----------    
Redemptions:

     Withdrawals and surrenders                           135,907        22,335             7         4,024         2,847    
     Transfers to fixed and
        other subaccounts                                 770,875       388,971       179,300        84,065             0    
     Cost of insurance and
       administrative fee                                 796,919       448,228        39,052        87,472         5,760    
                                                      -----------   -----------   -----------   -----------   -----------    
                                                        1,703,701       859,534       218,359       175,561         8,607    
                                                      -----------   -----------   -----------   -----------   -----------    
           Net equity transactions                      2,321,940     3,917,242       958,102       943,927       184,309    
                                                      -----------   -----------   -----------   -----------   -----------


Risk and administrative
    expense (note 4)                                       49,434        19,907         2,309         4,732          (231)   
                                                      -----------   -----------   -----------   -----------   -----------    
      Net change in contract
        owners' equity                                  3,054,335     4,000,730     1,070,812     1,055,238       183,756    
Contract owners' equity:
     Beginning of period                                5,071,542     1,070,812             0       183,756             0    
                                                      -----------   -----------   -----------   -----------   -----------    
     End of period                                    $ 8,125,877   $ 5,071,542   $ 1,070,812   $ 1,238,994   $   183,756    
                                                      ===========   ===========   ===========   ===========   ===========    
</TABLE>

<TABLE>
<CAPTION>
                                                                                          GLOBAL        AGGRESSIVE 
                                                                     SMALL CAP          CONTRARIAN(C)    GROWTH(C) 
                                                                     SUBACCOUNT          SUBACCOUNT     SUBACCOUNT 
                                                                1995           1994        1995           1995    
                                                                ----           ----        ----           ----    
<S>                                                        <C>           <C>           <C>            <C>   
Investment activity:                              
    Reinvested capita:                                      
     gains and dividends                                    $     2,690   $     1,872    $       523   $    12,789 
                                                            -----------   -----------    -----------   -----------
                                                                                                                  
Realized and unrealized gain (loss) on investments                                                                
                                                                                                                  
       Realized gain (loss)                                      13,224             3          1,419         5,130
       Unrealized gain (loss)                                   208,534         2,560          5,122        15,468
                                                            -----------   -----------    -----------   -----------
         Net gain (loss) on                                                                                       
           investments                                          221,758         2,563          6,541        20,598
                                                            -----------   -----------    -----------   -----------
             Net investment activity                            224,448         4,435          7,064        33,387
                                                            -----------   -----------    -----------   -----------
Equity transactions:                                                                                              
    Sales:                                                                                                        
      Contract purchase payments                                632,636        57,962        106,879       140,955

      Transfers from fixed and
        other subaccounts                                       786,952       235,806        182,691       336,663
                                                            -----------   -----------    -----------   -----------
                                                              1,419,588       293,768        289,590       477,618
                                                            -----------   -----------    -----------   -----------
Redemptions:
     Withdrawals and surrenders                                   5,965         4,056         10,420           307
     Transfers to fixed and
        other subaccounts                                       127,447             0         42,262        46,146
     Cost of insurance and
       administrative fee                                       121,558         2,872         11,400        21,574
                                                            -----------   -----------    -----------   -----------
                                                                254,970         6,928         64,082        68,027
                                                            -----------   -----------    -----------   -----------
           Net equity transactions                            1,164,618       286,840        225,488       409,591
                                                            -----------   -----------    -----------   -----------
Risk and administrative
    expense (note 4)                                              6,411           (77)           540           897
                                                            -----------   -----------    -----------   -----------
      Net change in contract
        owners' equity                                        1,382,655       291,352        232,012       442,081
Contract owners' equity:
     Beginning of period                                        291,352             0              0             0
                                                            -----------   -----------    -----------   -----------
     End of period                                          $ 1,674,007   $   291,352    $   232,012   $   442,081
                                                            ===========   ===========    ===========   ===========
</TABLE>

a)  Commenced operations April 30, 1993
b)  Commenced operations May 1. 1994
c)  Commenced operations March 31, 1995

   The accompanying notes are an integral part of these financial statements.


                                       40
<PAGE>   43
                        OHIO NATIONAL VARIABLE ACCOUNT R
                          Notes to Financial Statements
                                December 31, 1995

(1)   BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Ohio National Variable Account R (the Account) is a separate account of
     Ohio National Life Assurance Corporation (ONLAC). All obligations arising
     under variable life insurance contracts are general corporate obligations
     of ONLAC. ONLAC is a wholly-owned subsidiary of The Ohio National Life
     Insurance Company.

     The Account has been registered as a unit investment trust under the
     Investment Company Act of 1940.

     Assets of the Account are invested in shares of Ohio National Fund, Inc.
     (the Fund), a diversified open-end management investment company. The
     Fund's investments are subject to varying degrees of market, interest and
     financial risk; the issuers' abilities to meet certain obligations may be
     affected by economic developments in their respective industries.

     Investments are valued at the net asset value of fund shares held. Share
     transactions are recorded on the trade dates. Income and capital gains
     distributions are recorded on the ex-dividend dates. Net realized capital
     gain or loss is determined on the basis of average cost.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities 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)   INVESTMENTS

     At December 31, 1995 the aggregate cost and number of shares of Ohio
     National Fund, Inc. owned by the respective subaccounts were:

<TABLE>
<CAPTION>
                                  MONEY                                                CAPITAL      SMALL      GLOBAL    AGGRESS.
                     EQUITY      MARKET        BOND         OMNI     INTERNATIONAL  APPRECIATION     CAP       CONTR.     GROWTH
                   SUBACCOUNT  SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT     SUBACCOUNT   SUBACCOUNT  SUBACCOUNT SUBACCOUNT
                   ----------  -----------  ----------   ----------   ----------    ----------    ----------  ---------  ----------
<S>             <C>           <C>           <C>        <C>         <C>            <C>            <C>          <C>        <C>

Aggregate cost   $12,485,721   $671,215      $501,079   $4,290,181  $7,409,670     $1,145,915    $1,462,913   $226,889    $426,613
Number of shares     561,063     67,122        48,164      293,171     564,929        103,353       105,602     21,477      37,325
</TABLE>


(3)   Contracts in Accumulation Period

     At December 31, 1994 the accumulation units and value per unit of the
     respective subaccounts and products were:

<TABLE>
<CAPTION>
                                                ACCUMULATION UNITS                     VALUE PER UNIT
                                                ------------------                     --------------
<S>                                               <C>                                   <C>
      Equity Subaccount                            756,738.161                            $21.192465
      Money Market Subaccount                       44,137.243                             15.207452
      Bond Subaccount                               29,429.438                             17.886274
      Omni Subaccount                              256,617.487                             20.106689
      International Subaccount                     547,590.116                             14.839342
      Capital Appreciation Subaccount              102,313.519                             12.109778
      Small Cap Subaccount                         123,222.147                             13.585277
      Global Contrarian Subaccount                  21,426.936                             10.828053
      Aggressive Growth Subaccount                  35,018.974                             12.624042
</TABLE>


                                       41
<PAGE>   44
                        OHIO NATIONAL VARIABLE ACCOUNT R
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 1995

(4)   RISK AND ADMINISTRATIVE EXPENSE

      Although variable life payments differ according to the investment
     performance of the Accounts, they are not affected by mortality or expense
     experience because ONLAC assumes the expense risk and the mortality risk
     under the contracts. ONLAC charges the Accounts' assets for assuming those
     risks. Such charges will be assessed at a daily rate of 0.0020471% which
     corresponds to an annual rate of 0.75% of the contract value.

(5)   CONTRACT CHARGES

      Each premium payment is subject to a premium expense charge. The premium
expense charge has two components:

         (a)   Sales Load. Each contract is subject to a level sales load of all
               premiums paid of 4%.

         (b)   State Premium Tax. Premium payments will be subject to the state
               premium tax and any other state or local taxes that currently
               range from 2% to 4%.

     A surrender charge is assessed in connection with all complete surrenders,
     all decreases in stated amount and certain partial surrenders consisting of
     two components: (1) a contingent deferred sales charge, and (2) a
     contingent deferred insurance underwriting charge.

     The contingent deferred sales charge is a percentage of premiums paid in
     the first two contract years. The contingent deferred sales charge
     percentages are scaled by age at issue or increase. The contingent deferred
     insurance underwriting charge varies with age at issue or increase.

     A service charge is imposed on each transfer of accumulation values among
     the subaccounts. Currently, ONLAC is not assessing this charge on the first
     four transfers made in any contract year. For partial surrenders, a service
     fee is charged.

     ONLAC charges a monthly deduction from the contract value for the cost of
     insurance and the cost of additional insurance benefits provided by rider.

(6)   FEDERAL INCOME TAXES

     Operations of the Account form part of and are taxed with, operations of
     ONLAC which is taxed as a life assurance company under the Internal Revenue
     Code. Taxes are the responsibility of the contract owner upon termination
     or withdrawal. No Federal income taxes are payable under present law on
     dividend income or capital gains distribution from the Fund shares held in
     the Account or on capital gains realized by the Account on redemption of
     the Fund shares.

(7)   SCHEDULE 1

     Schedule 1 presents the components of the change in the unit values, which
     are the basis for determining contract owners' equity. This schedule is
     presented for each series, as applicable, in the following format:

     - Beginning unit value

     - Reinvested capital gains and dividends

     (This amount reflects the increase in the unit value due to capital gain
     and dividend distributions from the Underlying mutual fund.)

     - Unrealized gain (loss)

     (This amount reflects the increase (decrease) in the unit value resulting
     from the market appreciation (depreciation) of the fund.)

     - Contract charges

     (This amount reflects the decrease in the unit value due to Risk and
     Administrative Expenses discussed in note 4 to the financial statements.)

     - Ending unit value

     - Percentage increase (decrease) in unit value.


                                       42
<PAGE>   45
                        OHIO NATIONAL VARIABLE ACCOUNT R


                       Schedules of Changes in Unit Values
              For the Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
                                                                   MONEY
                                                  EQUITY          MARKET          BOND             OMNI      INTERNATIONAL
                                                SUBACCOUNT       SUBACCOUNT    SUBACCOUNT       SUBACCOUNT     SUBACCOUNT
                                                ----------       ----------    ----------       ----------   -------------
<S>                                            <C>              <C>               <C>           <C>          <C>
      1995

      Beginning unit value                      16.785643        14.507086         15.156742     16.502872    13.336474
      Reinvested capital gains and dividends     0.535931         0.711525          0.850369      0.518180     0.453058
      Realized and gain (loss)                   3.885373         0.000000          1.891702      3.099521     1.060350
      Contract charges                          -0.014482        -0.011159         -0.012539     -0.012884    -0.010540
      Ending unit value                         21.192465        15.207452         17.886274     20.106689    14.839342
      Percentage increase (decrease)
      in unit value*                            26.3%             4.8%             18.0%         21.8%        11.3%

      1994

      Beginning unit value                      16.870045        14.054459         15.879641     16.714665    12.433465
      Reinvested capital gains and dividends     0.531001         0.463316          1.153660      0.611008     0.138938
      Realized and gain                         -0.602749         0.000000         -1.865057     -0.810420     0.774140
      Contract charges                          -0.012654        -0.010689         -0.011502     -0.012381    -0.010069
      Ending unit value                         16.785643        14.507086         15.156742     16.502872    13.336474
      Percentage increase in unit value*        -0.5%             3.2%             -4.6%         -1.3%%        7.3%

      1993

      Beginning unit value                      14.896910        13.781750         14.453563     14.922047    10.000000**
      Reinvested capital gains and dividends     0.471205         0.283155          0.977909      0.586979     0.009072
      Realized and gain (loss)                   1.513783         0.000000          0.459782      1.217593     2.433050
      Contract charges                          -0.011853        -0.010446         -0.011613     -0.011954    -0.008657
      Ending unit value                         16.870045        14.054459         15.879641     16.714665    12.433465
      Percentage increase in unit value*        13.2%             2.0%              9.9%         12.0%*       24.3%
</TABLE>

<TABLE>
<CAPTION>
                                                  CAPITAL       SMALL       GLOBAL       AGGRESSIVE
                                               APPRECIATION     CAP        CONTRARIAN      GROWTH
                                                SUBACCOUNT    SUBACCOUNT   SUBACCOUNT    SUBACCOUNT
                                               ------------   ----------  -----------   -----------
<S>                                            <C>           <C>          <C>            <C>



 1995

 Beginning unit value                            9.950187     10.290499    10.000000***   10.000000****
 Reinvested capital gains and dividends          0.328243      0.037689     0.072802       1.128730
 Realized and gain (loss)                        1.839934      3.266534     0.763238       1.504407
 Contract charges                               -0.008586     -0.009445    -0.007987      -0.009095
 Ending unit value                              12.109778     13.585277    10.828053      12.624042
 Percentage increase (decrease)
 in unit value*                                 21.7%         32.0%         8.3%          26.2%

 1994

 Beginning unit value                           10.000000***  10.000000***
 Reinvested capital gains and dividends          0.099737      0.131388
 Realized and gain                              -0.142056      0.166824
 Contract charges                               -0.007494     -0.007713
 Ending unit value                               9.950187     10.290499
 Percentage increase in unit value*             -0.5%          2.9%
</TABLE>

       * An annualized rate of return cannot be determined as contract charges
         do not include the contract charges discussed in note (5).

      ** Commenced operations April 30, 1993.

     *** Commenced operations September 23, 1994.

    **** Commenced operations March 31, 1995.

   See accompanying independent auditors' report.


                                       43
<PAGE>   46
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Ohio National Life Assurance Corporation:

We have audited the accompanying balance sheet of Ohio National Life Assurance
Corporation (the Company) as of December 31, 1995, and the related statements
of income, stockholder's equity cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ohio National Life Assurance
Corporation as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

As discussed in Note 3, the Company adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
120, Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts, in
1995.

                                                           KPMG Peat Marwick LLP

Cincinnati, Ohio
February 9, 1996


                                       44
<PAGE>   47
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                                  BALANCE SHEET
                                December 31, 1995
                                 (000's omitted)

                                     ASSETS

<TABLE>
<S>                                                                              <C>
Investments (notes 5, 8 and 9):
     Fixed maturities available-for-sale, at fair value                           $442,819
     Fixed maturities held-to-maturity, at amortized cost                           45,461
     Mortgage loans on real estate, net                                            161,095
     Policy loans                                                                   31,950
     Short-term investments                                                         13,348
                                                                                  --------
                                                                                   694,673
Cash                                                                                 3,543
Accrued investment income                                                            8,674
Deferred policy acquisition costs                                                   92,413
Reinsurance recoverables                                                            73,317
Other assets                                                                         2,621
Assets held in Separate Accounts                                                    34,106
                                                                                  --------
                                                                                  $909,347
                                                                                  ========
                      LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits and claims (note 6)                                        $695,405
Other policyholder funds                                                             2,192
Accrued Federal income tax (note 7):
     Current                                                                        10,632
     Deferred                                                                       13,820
Other liabilities                                                                   10,293
Liabilities related to Separate Accounts                                            34,106
                                                                                  --------                                         
     Total liabilities                                                             766,448
                                                                                  --------
Stockholder's equity (notes 3, 4, and 10):
     Class A common stock; authorized 10,000 shares of $3,000 par value;
     issued and outstanding 3,200 shares                                             9,600
     Additional paid-in capital                                                     27,025
     Unrealized gains on securities available-for-sale, net (note 5)                 9,558
     Retained earnings                                                              96,716
                                                                                  --------
       Total stockholder's equity                                                  142,899
                                                                                  --------
Commitments and contingencies (notes 11 and 13)
                                                                                  $909,347
                                                                                  ========
</TABLE>

                 See accompanying notes to financial statements.


                                       45
<PAGE>   48
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                               STATEMENT OF INCOME
                          Year ended December 31, 1995
                                 (000's omitted)

<TABLE>
<S>                                                                                       <C>
Revenues (note 11):
     Traditional life and accident and health insurance premiums                            $  9,639
     Annuity premium and charges                                                               2,326
     Universal life and investment product policy charges                                     33,788
     Net investment income (note 5)                                                           51,052
     Other income                                                                              4,648
     Net realized losses on investments (note 5)                                              (1,882)
                                                                                            --------
                                                                                              99,571

Benefits and expenses:

     Benefits and claims                                                                      56,549
     Amortization of deferred policy acquisition costs                                         8,011
     Other operating costs and expenses                                                       12,642
                                                                                            --------
                                                                                              77,202
                                                                                            --------
Income before Federal income tax and cumulative effect of change in accounting principles     22,369

Federal income tax (note 7):
     Current expense                                                                          10,632
     Deferred tax benefit                                                                     (3,030)
                                                                                            --------
                                                                                               7,602
     Income before cumulative effect of change in accounting principles                       14,767
Cumulative effect of change in accounting principles (note 3)                                 53,845
                                                                                            --------
     Net income                                                                             $ 68,612
                                                                                            ========
</TABLE>


                 See accompanying notes to financial statements.

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                        STATEMENT OF STOCKHOLDER'S EQUITY
                          Year ended December 31, 1995
                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                 UNREALIZED
                                                                GAINS (LOSSES)
                                              ADDITIONAL        ON SECURITIES                           TOTAL
                                    CAPITAL    PAID-IN         AVAILABLE-FOR-       RETAINED        STOCKHOLDER'S
                                    SHARES     CAPITAL             SALE             EARNINGS           EQUITY
                                    -------    -------              ----            --------           ------
<S>                              <C>          <C>                 <C>               <C>              <C>    
Balance, beginning of year        $  9,600     27,025                   --           28,104            64,729
Change in accounting                                                                                 
                                                                                                     
     principle (note 3)                 --         --              (10,693)              --           (10,693)
Net income                              --         --                   --           68,612            68,612
Unrealized gains on securities                                                                       
     available-for-sale, net of                                                                      
     adjustment to deferred                                                                          
     policy acquisition costs                                                                        
     and deferred Federal                                                                            
     income tax                         --         --               20,251               --            20,251
                                  --------   --------             --------         --------          --------
Balance, end of year              $  9,600     27,025                9,558           96,716           142,899
                                  ========   ========             ========         ========          ========
</TABLE>


                 See accompanying notes to financial statements.


                                       46
<PAGE>   49
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                             STATEMENT OF CASH FLOWS
                          Year ended December 31, 1995
                                 (000's omitted)

<TABLE>
<S>                                                                      <C>
Cash flows from operating activities:
     Net Income                                                           $  68,612
     Adjustments to reconcile net income to net cash
       used in operating activities:
       Cumulative effect of change in accounting principles                 (53,845)
       Capitalization of deferred policy acquisition costs                  (18,220)
       Amortization of deferred policy acquisition costs                      8,011
       Amortization and depreciation                                            243
       Realized losses on invested assets, net                                  222
       Increase in accrued investment income                                 (1,447)
       Increase in other assets                                             (12,599)
       Decrease in policyholder account balances                            (88,318)
       Increase in other policyholder funds                                     346
       Increase in accrued Federal income tax payable                         5,753
       Increase in other liabilities                                          3,174
       Other, net                                                            (1,363)
                                                                          ---------
           Net cash used in operating activities                            (89,431)
                                                                          ---------

Cash flows from investing activities:
     Proceeds from maturity of securities available-for-sale                 18,967
     Proceeds from sale of securities available-for-sale                      3,138
     Proceeds from maturity of fixed maturities held-to-maturity             11,788
     Proceeds from repayment of mortgage loans on real estate                 7,426
     Proceeds from repayment of policy loans                                  3,171
     Cost of securities available-for-sale acquired                         (50,494)
     Cost of fixed maturities held-to-maturity acquired                     (39,247)
     Cost of mortgage loans on real estate acquired                         (50,365)
     Policy loans issued                                                     (6,879)
                                                                          ---------
           Net cash used in investing activities                           (102,495)
                                                                          ---------

Cash flows from financing activities:
     Increase in universal life and investment product account balances     723,326
     Decrease in universal life and investment product account balances    (532,039)
                                                                          ---------
           Net cash provided by financing activities                        191,287
                                                                          ---------
Net decrease in cash and cash equivalents                                      (639)
Cash and cash equivalents, beginning of year                                 17,530
                                                                          ---------
Cash and cash equivalents, end of year                                    $  16,891
                                                                          =========
</TABLE>


                 See accompanying notes to financial statements.


                                       47
<PAGE>   50
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
                          (a wholly-owned subsidiary of
                    The Ohio National Life Insurance Company)

                          NOTES TO FINANCIAL STATEMENTS
                          Year ended December 31, 1995
                                 (000's omitted)

(1)   ORGANIZATION AND BUSINESS DESCRIPTION

        Ohio National Life Assurance Corporation (ONLAC or the Company) is a
        stock life insurance company, wholly-owned by The Ohio National Life
        Insurance Company (ONLIC), a mutual life insurance company. ONLAC is a
        life and health insurer licensed in 45 states and the District of
        Columbia. The Company offers term life, universal life, disability and
        annuity products through independent agents and other distribution
        channels and competes with 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
        recorded in the consolidated financial statements. The Company mitigates
        this risk by offering a wide range of product 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 that 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 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 Notes 3 and 4.

       (a)    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

                                       48
<PAGE>   51
              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 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 as of the balance
              sheet date are placed on non-accrual status and written down to
              the fair value of the existing property to derive a new cost
              basis. Cash receipts on non-accrual status mortgage loans
              on real estate are included in interest income in the period
              received.

              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 indications 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 financial statements shall not be
              restated. The Company will adopt SFAS 121 in 1996 and the impact
              on the financial statements of adopting SFAS 121 is not expected
              to be material.

       (b)    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 graded premium life, and term life policies. Premiums for
              traditional non-participating life insurance products are
              recognized as revenue when due and collected. 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 immediate and
              deferred annuities. Revenues for universal life and investment
              products consist of net investment income and 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, maintenance costs and interest credited
              to policy account balances.


                                       49
<PAGE>   52
              ACCIDENT AND HEALTH INSURANCE

              Accident and health insurance premiums are recognized as revenue
              in accordance with the terms of the policies. Policy claims are
              charged to expense in the period that the claims are incurred.

       (c)    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 non-participating life insurance products, these
              deferred acquisition costs are predominantly being amortized with
              interest over the premium paying period of the related policies.
              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, cost of insurance, policy administration and surrender
              charges. Deferred policy acquisition costs are adjusted to reflect
              the impact of unrealized gains and losses on fixed maturity
              securities available-for-sale (see Note 2(a)).

       (d)    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
              statements of income and cash flows except for the fees
              the Company receives for administrative services and risks
              assumed.

       (e)    FUTURE POLICY BENEFITS

              Future policy benefits for traditional life 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' aggregate account balances.

       (f)    FEDERAL INCOME TAX

              ONLAC files a consolidated Federal income tax return with ONLIC.
              The Company uses 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.

       (g)    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.

       (h)    ACCUMULATION EQUIVALENTs

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


                                       50
<PAGE>   53
      (i)    USE OF ESTIMATES

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

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

(3)     CHANGE IN ACCOUNTING PRINCIPLES

        Effective January 1, 1995, the Company adopted Statement of Financial
        Accounting Standards No. 120, Accounting and Reporting by Mutual Life
        Insurance Enterprises and Insurance Enterprises for Certain
        Long-Duration Participating Contracts (SFAS 120), thereby adopting
        Interpretation No. 40, Applicability of Generally Accepted Accounting
        Principles to Mutual Life Insurance and Other Enterprises (the
        Interpretation). The Interpretation clarified that enterprises,
        including mutual life insurance enterprises and thereby their
        wholly-owned subsidiaries, that issue financial statements described as
        prepared "in conformity with generally accepted accounting principles"
        are required to apply all applicable authoritative accounting
        pronouncements in preparing those statements. SFAS 120 extended the
        applicability of certain SFASs to mutual life insurance enterprises, as
        well as extended the effective date of the Interpretation. Prior to the
        adoption of SFAS 120 and the Interpretation, the Company, consistent
        with industry practice, issued financial statements prepared in
        accordance with accounting practices prescribed or permitted by the
        Department of Insurance of the State of Ohio (statutory accounting),
        which were considered generally accepted accounting principles for
        wholly-owned subsidiaries of mutual life insurance enterprises. The
        Company elected to early adopt SFAS 120 and the Interpretation in 1995;
        such adoption resulted in a decrease at January 1, 1995 in stockholder's
        equity from the recording of net unrealized losses on securities
        available-for-sale of $10,693 and an increase in net income of $53,845
        due to the remaining cumulative effect of adopting SFAS 120 and the
        Interpretation.

        The Company's significant accounting policies adopted in connection with
        its implementation of SFAS 120 and the Interpretation are described in
        Note 2. Those policies differ in some respects from the statutory
        accounting previously followed by the Company as follows: (1) the costs
        related to acquiring business, principally commissions and certain
        policy issue expenses, are amortized over the period benefited rather
        than charged to income in the year incurred; (2) future policy benefit
        reserves are based on anticipated Company experience for lapses,
        mortality and investment yield, rather than statutory mortality and
        interest requirements, without consideration of withdrawals; (3)
        premiums for universal life contracts and investment contracts are
        recorded as deposits on the balance sheet; revenues consist of
        investment income and contract charges net of interest credited, death
        benefits and administrative costs; (4) statutory required balances such
        as "nonadmitted assets", asset valuation reserve and interest
        maintenance reserve are not recognized; (5) bonds are carried at
        amortized cost or fair value depending on the Company's intent to hold
        or sell such securities, rather than at amortized cost, (6) assets and
        liabilities are reported gross of reinsurance balances; and (7) deferred
        Federal income taxes are provided for temporary differences between
        financial statement carrying amounts of assets and liabilities and their
        related tax basis.


                                       51
<PAGE>   54
        The cumulative effect on stockholder's equity at January 1, 1995 of
        adopting SFAS 120 and the Interpretation, other than the effect of
        recording net unrealized losses on securities available-for-sale, is
        recognized in the accompanying statement of income, and the significant
        components are as follows:

<TABLE>
<S>                                      <C>
Deferred policy acquisition costs         $ 93,496      
Asset valuation reserve                      4,891
Interest maintenance reserve                 3,422
Future policy benefits                     (35,862)
Deferred Federal income tax                 (9,354)
Other, net                                  (2,748)
                                          --------
                                          $ 53,845
                                          ========
</TABLE>

                                   
        The effect of recording the unrealized loss on securities, previously
        carried at amortized cost, designated as available-for-sale at January
        1, 1995, and the related deferred policy acquisition costs and deferred
        Federal income tax effect is as follows:
<TABLE>
<S>                                                   <C>
Excess of amortized cost over fair value of
     fixed maturity securities available-for-sale       (12,027)
Deferred policy acquisition costs                      $    700
Deferred Federal income tax                                 634
                                                       --------                                                     
                                                       $(10,693)
                                                       ========
</TABLE>

                                                  
(4)     BASIS OF PRESENTATION

        The financial statements have been prepared in accordance with GAAP.
        Annual Statements on ONLAC, filed with the Department of Insurance of
        the State of Ohio, 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 following reconciles the statutory net income of the Company as
        reported to regulatory authorities to the net income as shown in the
        accompanying financial statements:

<TABLE>
<S>                                                    <C>
Statutory net income                                    $ 10,161    
Adjustments to restate to the basis of GAAP:           
  Increase in deferred policy acquisition costs, net      10,117
  Future policy benefits                                  (5,897)
  Deferred Federal income tax benefit                      3,030
  Interest maintenance reserve                               (64)
  Cumulative effect of change in accounting              
    principles, net (note 3)                              53,845
Other, net                                                (2,580)
                                                        -------- 
       Net income per accompanying statement                    
       of income                                        $ 68,612
                                                        ========
</TABLE>


                                       52
<PAGE>   55
     The following reconciles the statutory capital shares and surplus of the
     Company as reported to regulatory authorities to the stockholder's equity
     as shown in the accompanying financial statements for the year ended
     December 31, 1995:

<TABLE>
<S>                                                   <C>
  
          Statutory capital and surplus                $  72,440
          Add (deduct) cumulative effect of
           adjustments to reconcile to the 
           basis of GAAP:
             Deferred policy acquisition costs            92,413
             Asset valuation reserve                       7,350
             Interest maintenance reserve                  3,358
             Future policy benefits                      (47,394)
             Deferred Federal income tax                 (13,820)
             Difference between amortized cost and 
                fair value of fixed maturity 
                securities available-for-sale, 
                gross                                     27,367
          Other, net                                       1,185
                                                       ---------
          Equity per accompanying balance sheet        $ 142,899
                                                       =========
</TABLE>

(5)   INVESTMENTS

      An analysis of investment income by investment type follows for the year
      ended December 31, 1995:

<TABLE>
<S>                                                <C>
       Gross investment income:
         Fixed maturities available-for-sale        $15,260    
         Fixed maturities held-to-maturity           19,588
         Mortgage loans on real estate               13,193
         Short-term                                   1,340
         Policy loans                                 2,213
                                                    -------
            Total investment income                  51,594
       Less investment expenses                         542
                                                    -------
            Net investment income                   $51,052
                                                    =======
</TABLE>

                                     
        An analysis of realized gains (losses) on investments by investment type
        follows for the year ended December 31, 1995:

<TABLE>
<S>                                                 <C>
          Realized on disposition of investments:
               Fixed maturities, available-for-sale   $  (235)
               Fixed maturities, held-to-maturity          13
                                                      -------
                                                         (222)
          Valuation allowance for mortgage loans
               on real estate                          (1,660)
                                                      -------
                                                      $(1,882)
                                                      =======
</TABLE>


        The components of unrealized gains (losses) on securities
        available-for-sale, net, were as follows as of December 31, 1995:

<TABLE>
<S>                                              <C>


Gross unrealized gain                             $ 27,367
Adjustment to deferred policy acquisition costs    (11,200)
Deferred Federal income tax                         (6,609)
                                                  --------
                                                  $  9,558
                                                  ========
</TABLE>


                                       53
<PAGE>   56

     An analysis of the change in gross unrealized gains (losses) on securities
     available-for-sale and fixed maturities held-to-maturity follows for the
     year ended December 31, 1995:

<TABLE>
<S>                                                        <C>      
                Fixed maturities, available-for-sale       $  39,394
                Fixed maturities held-to-maturity          $  16,973
</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, 1995:

<TABLE>
<CAPTION>
                                                                    GROSS             GROSS
                                                 AMORTIZED        UNREALIZED        UNREALIZED         ESTIMATED
                                                   COST              GAINS            LOSSES           FAIR VALUE
                                                 ---------        ----------        ----------         ----------
     SECURITIES AVAILABLE-FOR-SALE
     Fixed maturities
       U.S. Treasury securities and
          obligations of U.S. government
<S>                                               <C>                  <C>                 <C>             <C>   
          operations and agencies                 $ 53,829             5,670               (42)            59,457
       Obligations of states and
          political subdivisions                     6,290                53              (152)             6,191
       Corporate securities                        264,064            20,944              (773)           284,235
       Mortgage-backed securities                   91,269             2,345              (678)            92,936
                                                  --------          --------          --------           --------
              Total fixed maturities              $415,452            29,012            (1,645)           442,819
                                                  ========          ========          ========           ========
     FIXED MATURITY SECURITIES
     HELD-TO-MATURITY
          Corporate securities                    $ 45,418             7,125              --               52,543
          Mortgage-backed securities                    43                11              --                   54
                                                  --------          --------          --------           --------
                                                  $ 45,461             7,136              --               52,597
                                                  ========          ========          ========           ========
</TABLE>


The amortized cost and estimated fair value of fixed maturity securities
available-for-sale and fixed maturity securities held-to-maturity 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
                                                             ------------      ------------
       FIXED MATURITY SECURITIES AVAILABLE-FOR-SALE
<S>                                                          <C>                      <C>  
           Due in one year or less                           $      4,271             4,298
           Due after one year through five years                   28,836            29,173
           Due after five years through ten years                 113,074           122,467
           Due after ten years                                    178,002           193,944
     
           Mortgaged-backed securities                             91,269            92,937
                                                             ------------      ------------
                                                             $    415,452           442,819
                                                             ============      ============

       FIXED MATURITY SECURITIES HELD-TO-MATURITY
           Due after ten years                               $     45,418            52,543
           Mortgage-backed securities                                  43                54
                                                             ------------      ------------
                                                             $     45,461            52,597
                                                             ============      ============
</TABLE>


                                       54
<PAGE>   57



     Proceeds from the sale of securities available-for-sale during 1995 were
     $3,138. Gross gains of $34 and gross losses of $0 were realized on those
     sales. Investments with an amortized cost of $3,153 as of December 1995
     were on deposit with various regulatory agencies as required by law.

     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 a part of its
     fixed maturity securities previously classified as held-to-maturity to
     available-for-sale. As of December 29, 1995, the date of transfer, the
     fixed maturity securities had an amortized cost value of $201,465,
     resulting in a gross unrealized gain on available-for-sale securities of
     $16,675.

     The Company generally initiates foreclosure proceedings on all mortgage
     loans on real estate delinquent sixty days. There were no foreclosures of
     mortgage loans on real estate during 1995, and no foreclosures are in
     process as of December 31, 1995.

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

<TABLE>
<S>                                             <C>   
       Allowance as of January 1                $  640
       Additions charged to operations           1,660
                                                ------
       Allowance as of December 31              $2,300
                                                ======
</TABLE>



(6)     FUTURE POLICY BENEFIT AND CLAIMS

        The liability for future policy benefits for universal life policies and
        investment contracts (approximately 83% of the total liability for
        future policy benefits as of December 31, 1995) has been established
        based on the aggregate account value without reduction for surrender
        charges. The average interest rate to be credited on investment product
        policies was 6.4% at December 31, 1995.

        The liability for future policy benefits for traditional life products
        are based on the following mortality and interest rate assumptions
        without consideration for withdrawals. The mortality table and interest
        assumptions used for the majority of new policies are the 1980 CSO table
        with 4% to 6% interest. With respect to older policies, the mortality
        table and interest assumptions used are primarily the 1958 CSO table
        with 4% to 4.5% interest. Approximately 70% of the future policy benefit
        liability is calculated on a net level reserve basis at December 31,
        1995.

        The liability for future policy benefits for individual accident and
        health policies include liabilities for active lives, disabled lives and
        unearned premiums. The liability for active lives are calculated on a
        two-year preliminary term basis at 3% to 6% interest, using either the
        1964 Commisioner's Disability Table (policies issued prior to 1990) or
        the 1985 Commissioner's Individual Disability Table A (policies issued
        after 1989). The liability for disabled lives are calculated using
        either the 1985 Commissioner's Individual Disability Table A at 5% to
        5.5% interest (claims incurred after 1989) or the 1971 modification of
        the 1964 Commissioner's Disability Table, at 3.5% interest (claims
        incurred prior to 1990).

(7)     FEDERAL INCOME TAX

        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
        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 is
        approximately $5,257 as of December 31, 1995.

                                       55
<PAGE>   58

     Total Federal income tax expense for the year ended December 31, 1995
     differs from the amount computed by applying the U.S. Federal income tax
     rate to income before Federal income tax and cumulative effect of change in
     accounting principles, as follows:

<TABLE>
<CAPTION>
                                                                         Amount               %
                                                                         ------             -----

<S>                                                                      <C>                 <C> 
           Computed (expected) tax expense                               $ 7,829             35.0
           Differential earnings                                           1,558              7.0
           Tax exempt interest and dividends received deduction              (41)             (.1)
           Other, net                                                     (1,744)            (7.9)
                                                                         -------             ----
                  Total expense and effective rate                       $ 7,602             34.0
                                                                         =======             ====
</TABLE>

     Total Federal income tax paid during the year ended December 31, 1995 was
     $4,879.

     The tax effects of temporary differences between the financial statement
     carrying amounts and tax basis of assets and liabilities that give rise to
     significant components of the net deferred tax liability as of December 31,
     1995 are as follows:

<TABLE>
           Deferred tax assets:
<S>                                                             <C>     
                Future policy benefits                          $ 21,123
                Mortgage loans on real estate                        805
                Other                                                510
                                                                --------
                  Total gross deferred tax assets                 22,438
                                                                --------
           Deferred tax liabilities:
                Deferred policy acquisition costs                 25,509
                Fixed maturities available-for-sale               10,727
                Other                                                 22
                                                                --------
                  Total gross deferred tax liabilities            36,258
                                                                --------
                  Net deferred tax liability                    $(13,820)
                                                                ========
</TABLE>

     The valuation allowance decreased by $3,663 from the amount recorded at
     January 1, 1995. The Company has determined that a valuation allowance as
     of December 31, 1995 is not needed. In assessing the realization of
     deferred tax assets, management considers whether it is more likely than
     not that the deferred tax assets will be realized. The ultimate realization
     of deferred tax assets is dependent upon the generation of future taxable
     income during the periods in which those temporary differences become
     deductible. Management considers primarily the scheduled reversal of
     deferred tax liabilities and tax planning strategies in making this
     assessment and believes it is more likely than not the Company will realize
     the benefits of these remaining deductible differences at 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.
     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. SFAS 107 excludes certain assets and
     liabilities, including insurance contracts, other than policies such as
     annuities that are classified as investment contracts from its disclosure
     requirements. Accordingly, the aggregate fair value amounts presented do
     not represent the underlying value of the Company.


                                       56
<PAGE>   59


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 balance sheet for these instruments
     approximate their fair value.

     INVESTMENT 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.

     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 accumulated contract value in the Separate Account portfolios.

     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 valued at 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.

     OTHER POLICYHOLDER FUNDS

     The carrying amount reported in the balance sheets for these instruments
     approximates their fair value. Carrying amount and estimated fair value of
     financial instruments subject to SFAS 107 and policy reserves on insurance
     contracts were as follows as of December 31, 1995:

<TABLE>
<CAPTION>
                                                        CARRYING          ESTIMATED
                                                         AMOUNT           FAIR VALUE
     ASSETS
     Investments:
<S>                                                     <C>                <C>    
          Fixed maturities available-for-sale           $442,819           442,819
          Fixed maturities held-to-maturity               45,461            52,597
          Mortgage loans on real estate                  161,095           177,188
          Policy loans                                    31,950            31,950
          Short-term investments                          13,348            13,348
     Cash                                                  3,543             3,543
     Assets held in Separate Accounts                     34,106            34,106
     LIABILITIES
     Deferred and immediate annuity contracts            100,197           100,896
     Other policyholder funds                              2,192             2,192
     Liabilities related to Separate Accounts             34,106            34,106
</TABLE>

                                       57
<PAGE>   60



(9)  ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURE

     SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

     Mortgage loans collateralized by the underlying properties. Collateral must
     meet or exceed 125% of the loan at the time the loan is made. The Company
     grants mainly commercial mortgage loans to customers throughout the United
     States. The Company has a diversified loan portfolio. The summary below
     depicts loan exposure of remaining principal balances by geographic area
     and by type at December 31, 1995:

<TABLE>
           MORTGAGE ASSETS BY STATE
<S>                                                                 <C>     
                Ohio                                                $ 16,533
                California                                            16,196
                Florida                                               16,069
                Nebraska                                              14,460
                All others (none greater than $10 million)           100,137
                                                                    --------
                                                                     163,395
                  Less valuation allowances                            2,300
                                                                    --------
                  Total mortgage loans on real estate, net          $161,095
                                                                    ========

           MORTGAGE ASSETS BY TYPE
                Office                                              $ 43,171
                Retail                                                33,409
                Apartments                                            30,522
                Industrial                                            28,280
                Other                                                 28,013
                                                                    --------
                                                                     163,395
                  Less valuation allowances                            2,300
                                                                    --------
                  Total mortgage loans on real estate, net          $161,095
                                                                    ========
</TABLE>

(10) REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

     In January 1993, the NAIC adopted the life and health Risk-Based Capital
     (RBC) formula. This model act requires every life and health insurer to
     calculate its total adjusted capital and RBC requirement, and provides for
     an insurance commissioner to intervene if the insurer experiences financial
     difficulty. The model act will become law in Ohio, the Company's state of
     domicile, in March 1996. The formula includes components for asset risk,
     liability risk, interest rate exposure and other factors. Based upon the
     December 31, 1995 financial statements, the Company exceeds all required
     RBC levels.

(11) REINSURANCE

     In the ordinary course of business, the Company reinsures certain risks
     with its parent, ONLIC, and other insurance companies. Amounts in the
     accompanying financial statements related to ceded business are as follows:

<TABLE>
<CAPTION>
                                                                                            NON-
                                                                       AFFILIATE         AFFILIATE
                                                                       ---------         ---------
<S>                                                                    <C>                 <C>   
           Premiums                                                    $  16,936           14,386
           Benefits incurred                                               8,350            6,228
           Commission and expense allowances                               2,221            3,715
           Reinsurance recoverable:
                Reserves for future policy benefits                       36,675           35,559
                Policy and contract claims payable                           689              394
</TABLE>

                                       58
<PAGE>   61



        Net traditional life and accident and health premium income in 1995 is
summarized as follows:

<TABLE>
<S>                                          <C>     
           Direct premiums earned            $ 38,494
           Reinsurance assumed                  2,467
           Reinsurance ceded                  (31,322)
                                             --------

                Net premiums earned          $  9,639
                                             ========
</TABLE>


     Reinsurance does not discharge the Company from its primary liability to
     policyholders and to the extent that a reinsurer should be unable to meet
     its obligations, the Company would be liable to policyholders.

(12) RELATED PARTY TRANSACTIONS

     The Company shares common facilities and management with ONLIC. A written
     agreement, which either party may terminate upon thirty days notice,
     provides that ONLIC furnish personnel space and supplies, accounting, data
     processing and related services to ONLAC. This agreement resulted in
     charges to the Company in 1995 of approximately $10.6 million.

(13) CONTINGENCIES

     The Company is a defendant in various legal actions arising in the
     normal course of business. While the outcome of such matters cannot be
     predicted with certainty, management believes such matters will be resolved
     without material adverse impact on the financial condition of the Company.


                                       59
<PAGE>   62



APPENDIX A

                     ILLUSTRATIONS OF CASH SURRENDER VALUES,
                    DEATH BENEFITS AND ACCUMULATED PREMIUMS.

The following tables have been prepared to help show how values under the
contract change with investment performance. The tables illustrate how the death
benefit of a contract of an insured of a given age and the cash surrender value
(reflecting the deduction of sales load) would vary over time if the return on
the assets held in the Fund portfolios was a constant, gross, after-tax, annual
rate of 0%, 6% or 12%. Because of compounding, the death benefits and cash
surrender values would be different from those shown in the returns averaged 0%,
6%, or 12%, but fluctuated over and under those averages throughout the years.

   
The amounts shown for the death benefit and cash surrender value as of each
contract year reflect the fact that the net investment return on the assets held
in the subaccounts is lower than the gross, after-tax return on Fund assets.
This is because certain fees and charges are deducted from the gross return.
They are the daily investment management fees incurred by the Fund, which is
currently equivalent to an average annual rate of 0.73% of the value of the
average daily net assets of the Fund's 13 portfolios to which contract values
may be allocated plus the Emerging Markets Fund. (See "Charges and Deductions -
"Other Charges" at page 29.) The daily charge to the variable account for
assuming mortality and expense risks is equivalent to an annual charge of 0.75%.
Certain other fees and miscellaneous expenses which are borne by the Fund are
currently equivalent to an annual rate of 0.30% of average daily net assets.
Gross annual rates of return of 0%, 6%, and 12% produce average net annual rates
of return for all nine portfolios of approximately -1.78%, 4.22%, and 10.22%.
    

Each page of illustrations includes two tables. The top table shows the death
benefits and cash surrender values assuming we assess current charges under the
contract ("current tables"). Current charges are not guaranteed and may be
changed. The lower table shows the death benefits and cash surrender values
assuming we assess the maximum charges allowable under the contracts. 

The tables assume a premium tax deduction of 2.5% (the charge deducted from your
contract will reflect premium taxes in your jurisdiction), that no portion of
your net premiums have been allocated to the general account and that planned
premiums are paid on the first day of each contract year. The tables also assume
that no transfers, partial surrenders, loans, changes in death benefit option or
changes in stated amount have been made under the contract. Additionally, the
tables assume that there are no optional insurance benefits included under the
contract and the current tables assume that the Company's current cost of
insurance charges will not be changed. Finally, the tables reflect the fact that
no charges for federal, state or local taxes are made at present against the
variable account. If such a charge is made in the future, it will take a higher
gross rate of return to produce after-tax returns of 0%, 6% and 12% than it does
now. Below is a list of the sample illustrations presented on the following
pages of this prospectus. Upon request, the Company will furnish a comparable
illustration based on your age, sex, risk class, death benefit plan, stated
amount and planned premium.

   
<TABLE>
<CAPTION>
                                                              VARI-VEST V

        AGE       DEATH BENEFIT PLAN        PLANNED PREMIUM               STATED AMOUNT              RISK CLASS        PAGE
        ---       ------------------        ---------------               -------------              ----------        ----
<S>                   <C>                   <C>                              <C>                 <C>                    <C>
        25              Plan A              1,002 (Minimum)                  $150,000                 Nonsmoker         61
        25              Plan A              1,230                             150,000                 Nonsmoker         62
        25              Plan B              1,002 (Minimum)                   150,000                 Nonsmoker         63
        25              Plan B              3,020                             150,000                 Nonsmoker         64
        40              Plan A              2,484 (Minimum)                   250,000             Select Nonsmoker      65
        40              Plan A              3,750                             250,000             Select Nonsmoker      66
        40              Plan B              2,484 (Minimum)                   250,000             Select Nonsmoker      67
        40              Plan B              9,000                             250,000             Select Nonsmoker      68
</TABLE>
    

HYPOTHETICAL HISTORICAL ILLUSTRATIONS

The Company may produce hypothetical illustrations of the contract (such as
those listed above) based upon the actual historical investment performance
(total return) of the Fund's portfolios from the inception of the portfolio or
one-, five- and ten-year periods. Such illustrations reflect all contract and
subsequent charges, including the cost of insurance (specific to the age, sex,
stated amount, risk classification and type of death benefit), planned premium,
premium tax, risk charge, sales load, administration charge and surrender charge
for the contract being illustrated. Individualized illustrations will also be
provided upon request. Being based upon past performance, neither hypothetical
illustrations nor other performance data indicate future performance.

                                       60
<PAGE>   63



MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $1,002.00                     STATED AMOUNT INCLUDES CASH VALUE
                                                                     
                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                             12.00%(10.22% NET)             6.00%(4.22% NET)             0.00%(-1.78% NET)
                                                               ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>        <C>         <C>               <C>            <C>            <C>           <C>             <C>            <C>    
  1           1,002       1,052                 0         150,000              0         150,000            0         150,000
  2           1,002       2,157               163         150,000             16         150,000            0         150,000
  3           1,002       3,317               596         150,000            298         150,000           23         150,000
  4           1,002       4,535             1,457         150,000            943         150,000          489         150,000
  5           1,002       5,814             2,686         150,000          1,886         150,000        1,206         150,000
  6           1,002       7,156             4,033         150,000          2,865         150,000        1,912         150,000
  7           1,002       8,566             5,507         150,000          3,880         150,000        2,605         150,000
  8           1,002      10,047             7,120         150,000          4,931         150,000        3,284         150,000
  9           1,002      11,601             8,885         150,000          6,018         150,000        3,948         150,000
  10          1,002      13,233            10,725         150,000          7,050         150,000        4,503         150,000
  15          1,002      22,703            23,941         150,000         13,645         150,000        7,866         150,000
  20          1,002      34,789            44,605         150,000         21,146         150,000       10,594         150,000
  AGE 60      1,002      95,026           212,710         285,032         47,332         150,000       10,749         150,000
  AGE 65      1,002     127,093           347,645         424,127         57,905         150,000        7,317         150,000
  AGE 70      1,002     168,021           563,858         654,076         68,896         150,000           28         150,000
</TABLE>

<TABLE>
<CAPTION>
                                                             ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)           0.00%(-1.78% NET)
                                                                ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                  GUARANTEED                     GUARANTEED                  GUARANTEED
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>        <C>         <C>               <C>            <C>            <C>           <C>             <C>            <C>    
  1           1,002       1,052                 0         150,000              0         150,000            0         150,000
  2           1,002       2,157               103         150,000              0         150,000            0         150,000
  3           1,002       3,317               509         150,000            218         150,000            0         150,000
  4           1,002       4,535             1,342         150,000            842         150,000          401         150,000
  5           1,002       5,814             2,540         150,000          1,762         150,000        1,101         150,000
  6           1,002       7,156             3,854         150,000          2,718         150,000        1,792         150,000
  7           1,002       8,566             5,290         150,000          3,708         150,000        2,469         150,000
  8           1,002      10,047             6,861         150,000          4,733         150,000        3,131         150,000
  9           1,002      11,601             8,579         150,000          5,791         150,000        3,777         150,000
  10          1,002      13,233            10,367         150,000          6,793         150,000        4,316         150,000
  15          1,002      22,703            23,213         150,000         13,198         150,000        7,580         150,000
  20          1,002      34,789            43,200         150,000         20,384         150,000       10,138         150,000
  AGE 60      1,002      95,026           203,685         272,938         42,219         150,000        7,182         150,000
  AGE 65      1,002     127,093           330,847         403,634         48,044         150,000
  AGE 70      1,002     168,021           532,049         617,177         49,798         150,000
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.

                                       61
<PAGE>   64



MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $1,230.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                            ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)           0.00%(-1.78% NET)
                                                               ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                   CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF       END OF         END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR       YEAR CASH        YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH      SURRENDER        DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT       VALUE         BENEFIT
- ----          ------     --------          -----          -------         -----          -------       -----         -------
<S>           <C>      <C>                <C>            <C>             <C>            <C>           <C>            <C>    
  1           1,230       1,292                 0         150,000              0         150,000            0         150,000
  2           1,230       2,648               444         150,000            256         150,000           76         150,000
  3           1,230       4,071             1,230         150,000            844         150,000          489         150,000
  4           1,230       5,567             2,587         150,000          1,921         150,000        1,331         150,000
  5           1,230       7,136             4,175         150,000          3,135         150,000        2,250         150,000
  6           1,230       8,785             5,919         150,000          4,398         150,000        3,155         150,000
  7           1,230      10,515             7,830         150,000          5,709         150,000        4,043         150,000
  8           1,230      12,333             9,927         150,000          7,069         150,000        4,914         150,000
  9           1,230      14,241            12,225         150,000          8,478         150,000        5,767         150,000
  10          1,230      16,244            14,654         150,000          9,847         150,000        6,509         150,000
  15          1,230      27,869            31,899         150,000         18,381         150,000       10,775         150,000
  20          1,230      42,705            59,221         150,000         28,309         150,000       14,346         150,000
  AGE 60      1,230     116,649           281,916         377,768         66,604         150,000       16,858         150,000
  AGE 65      1,230     156,013           460,287         561,550         84,125         150,000       14,276         150,000
  AGE 70      1,230     206,253           746,100         865,476        105,083         150,000        8,014         150,000
</TABLE>

<TABLE>
<CAPTION>
                                                          ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)               0.00%(-1.78% NET)
                                                               ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                  GUARANTEED                     GUARANTEED                     GUARANTEED
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>       <C>               <C>            <C>              <C>          <C>            <C>            <C>    
  1           1,230       1,292                 0         150,000              0         150,000            0         150,000
  2           1,230       2,648               385         150,000            200         150,000           24         150,000
  3           1,230       4,071             1,143         150,000            765         150,000          417         150,000
  4           1,230       5,567             2,473         150,000          1,820         150,000        1,243         150,000
  5           1,230       7,136             4,031         150,000          3,012         150,000        2,146         150,000
  6           1,230       8,785             5,741         150,000          4,252         150,000        3,035         150,000
  7           1,230      10,515             7,615         150,000          5,538         150,000        3,907         150,000
  8           1,230      12,333             9,670         150,000          6,871         150,000        4,762         150,000
  9           1,230      14,241            11,922         150,000          8,252         150,000        5,598         150,000
  10          1,230      16,244            14,299         150,000          9,591         150,000        6,323         150,000
  15          1,230      27,869            31,183         150,000         17,940         150,000       10,492         150,000
  20          1,230      42,705            57,855         150,000         27,564         150,000       13,898         150,000
  AGE 60      1,230     116,649           272,603         365,288         61,970         150,000       13,424         150,000
  AGE 65      1,230     156,013           442,251         539,546         75,630         150,000        7,169         150,000
  AGE 70      1,230     206,253           710,672         824,379         89,817         150,000
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.

                                       62
<PAGE>   65
MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $1,002.00                         STATED AMOUNT PLUS CASH VALUE
                              
                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                            ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                             12.00%(10.22% NET)              6.00%(4.22% NET)            0.00%(-1.78% NET)
                                                              ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>       <C>              <C>             <C>            <C>             <C>           <C>            <C>    
  1           1,002       1,052                 0         150,766              0         150,717            0         150,669
  2           1,002       2,157               159         151,611             13         151,465            0         151,325
  3           1,002       3,317               589         152,542            291         152,244           17         151,970
  4           1,002       4,535             1,444         153,568            932         153,056          480         152,604
  5           1,002       5,814             2,665         154,699          1,869         153,903        1,192         153,226
  6           1,002       7,156             4,001         155,945          2,841         154,785        1,893         153,837
  7           1,002       8,566             5,462         157,316          3,847         155,701        2,581         154,435
  8           1,002      10,047             7,058         158,822          4,887         156,651        3,253         155,017
  9           1,002      11,601             8,802         160,476          5,962         157,636        3,909         155,583
  10          1,002      13,233            10,615         162,289          6,978         158,652        4,456         156,130
  15          1,002      22,703            23,560         174,397         13,441         164,278        7,757         158,594
  20          1,002      34,789            43,470         193,470         20,655         170,655       10,377         160,377
  AGE 60      1,002      95,026           197,349         347,349         43,093         193,093        9,796         159,796
  AGE 65      1,002     127,093           317,542         467,542         49,747         199,747        5,982         155,982
  AGE 70      1,002     168,021           507,894         657,894         53,347         203,347
</TABLE>

<TABLE>
<CAPTION>
                                                         ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                             12.00%(10.22% NET)             6.00%(4.22% NET)            0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                     CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>       <C>              <C>             <C>            <C>             <C>                <C>       <C>    
  1           1,002       1,052                 0         150,735              0         150,687            0         150,639
  2           1,002       2,157                99         151,551              0         151,409            0         151,273
  3           1,002       3,317               501         152,454            211         152,164            0         151,898
  4           1,002       4,535             1,328         153,452            830         152,954          391         152,515
  5           1,002       5,814             2,518         154,552          1,744         153,778        1,087         153,121
  6           1,002       7,156             3,820         155,764          2,693         154,637        1,772         153,716
  7           1,002       8,566             5,242         157,096          3,673         155,527        2,442         154,296
  8           1,002      10,047             6,795         158,559          4,686         156,450        3,098         154,862
  9           1,002      11,601             8,490         160,164          5,730         157,404        3,736         155,410
  10          1,002      13,233            10,250         161,924          6,716         158,390        4,265         155,939
  15          1,002      22,703            22,807         173,644         12,981         163,818        7,463         158,300
  20          1,002      34,789            41,979         191,979         19,857         169,857        9,905         159,905
  AGE 60      1,002      95,026           184,615         334,615         37,099         187,099        6,109         156,109
  AGE 65      1,002     127,093           291,616         441,616         37,792         187,792
  AGE 70      1,002     168,021           455,860         605,860         30,012         180,012
</TABLE>
    


The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.

                                       63
<PAGE>   66



MALE ISSUE AGE 25                                INITIAL STATED AMOUNT: $150,000
CLASSIFICATION: NONSMOKER               DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $3,020.00                         STATED AMOUNT PLUS CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                         ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>       <C>             <C>            <C>              <C>            <C>            <C>            <C>    
  1           3,020       3,171               947         152,907            782         152,742          616         152,576
  2           3,020       6,501             3,987         156,111          3,475         155,599        2,983         155,107
  3           3,020       9,997             7,519         159,643          6,453         158,577        5,468         157,592
  4           3,020      13,667            11,412         163,536          9,557         161,681        7,910         160,034
  5           3,020      17,522            15,792         167,826         12,881         164,915       10,397         162,431
  6           3,020      21,569            20,611         172,555         16,342         168,286       12,843         164,787
  7           3,020      25,818            25,911         177,765         19,943         171,797       15,243         167,097
  8           3,020      30,280            31,738         183,502         23,687         175,451       17,598         169,362
  9           3,020      34,965            38,144         189,818         27,579         179,253       19,906         171,580
  10          3,020      39,884            45,098         196,772         31,532         183,206       22,076         173,750
  15          3,020      68,426            92,951         243,788         54,789         205,626       33,189         184,026
  20          3,020     104,852           169,294         375,833         82,653         232,653       42,951         192,951
  AGE 60      3,020     286,406           794,926       1,065,201        200,113         350,113       60,326         210,326
  AGE 65      3,020     383,056         1,295,934       1,581,039        254,004         404,004       61,506         211,506
  AGE 70      3,020     506,409         2,098,725       2,434,521        315,717         465,717       58,575         208,575
</TABLE>

<TABLE>
<CAPTION>
                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                        CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>              <C>            <C>              <C>             <C>           <C>            <C>    
  1           3,020       3,171               916         152,876            751         152,711          587         152,547
  2           3,020       6,501             3,927         156,051          3,419         155,543        2,930         155,054
  3           3,020       9,997             7,431         159,555          6,373         158,497        5,396         157,520
  4           3,020      13,667            11,296         163,420          9,455         161,579        7,821         159,945
  5           3,020      17,522            15,645         167,679         12,757         164,791       10,292         162,326
  6           3,020      21,569            20,431         172,375         16,194         168,138       12,721         164,665
  7           3,020      25,818            25,691         177,545         19,769         171,623       15,105         166,959
  8           3,020      30,280            31,475         183,239         23,485         175,249       17,443         169,207
  9           3,020      34,965            37,833         189,507         27,347         179,021       19,733         171,407
  10          3,020      39,884            44,732         196,406         31,270         182,944       21,886         173,560
  15          3,020      68,426            92,199         243,036         54,329         205,166       32,896         183,733
  20          3,020     104,852           167,781         372,474         81,854         231,854       42,479         192,479
  AGE 60      3,020     286,406           778,418       1,043,080        194,132         344,132       56,643         206,643
  AGE 65      3,020     383,056         1,260,643       1,537,985        242,082         392,082       54,125         204,125
  AGE 70      3,020     506,409         2,023,617       2,347,396        292,468         442,468       44,330         194,330
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       64
<PAGE>   67
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $2,484.00                     STATED AMOUNT INCLUDES CASH VALUE

                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                          ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                        CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>      <C>                <C>            <C>             <C>            <C>            <C>           <C>    
  1           2,484       2,608               193         250,000             63         250,000            0         250,000
  2           2,484       5,347             1,336         250,000            940         250,000          560         250,000
  3           2,484       8,222             2,702         250,000          1,885         250,000        1,133         250,000
  4           2,484      11,242             4,311         250,000          2,899         250,000        1,649         250,000
  5           2,484      14,412             6,859         250,000          4,656         250,000        2,781         250,000
  6           2,484      17,741            10,408         250,000          7,191         250,000        4,563         250,000
  7           2,484      21,236            14,274         250,000          9,794         250,000        6,282         250,000
  8           2,484      24,906            18,478         250,000         12,457         250,000        7,927         250,000
  9           2,484      28,759            23,097         250,000         15,222         250,000        9,539         250,000
  10          2,484      32,806            27,985         250,000         17,903         250,000       10,929         250,000
  15          2,484      56,281            63,710         250,000         35,612         250,000       19,951         250,000
  20          2,484      86,243           118,739         250,000         54,627         250,000       26,218         250,000
  AGE 60      2,484      86,243           118,739         250,000         54,627         250,000       26,218         250,000
  AGE 65      2,484     124,482           204,198         250,000         72,014         250,000       26,274         250,000
  AGE 70      2,484     173,286           344,011         399,053         89,472         250,000       20,695         250,000
</TABLE>

<TABLE>
<CAPTION>
                                                          ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                              ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                     CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>       <C>               <C>            <C>             <C>            <C>            <C>           <C>    
  1           2,484        2,608                0         250,000              0         250,000            0         250,000
  2           2,484        5,347              824         250,000            457         250,000          105         250,000
  3           2,484        8,222            1,864         250,000          1,117         250,000          428         250,000
  4           2,484       11,242            3,092         250,000          1,810         250,000          678         250,000
  5           2,484       14,412            5,189         250,000          3,202         250,000        1,517         250,000
  6           2,484       17,741            8,236         250,000          5,352         250,000        3,006         250,000
  7           2,484       21,236           11,524         250,000          7,529         250,000        4,411         250,000
  8           2,484       24,906           15,075         250,000          9,729         250,000        5,730         250,000
  9           2,484       28,759           18,914         250,000         11,950         250,000        6,960         250,000
  10          2,484       32,806           22,915         250,000         14,036         250,000        7,944         250,000
  15          2,484       56,281           51,704         250,000         27,384         250,000       14,094         250,000
  20          2,484       86,243           93,906         250,000         39,191         250,000       15,959         250,000
  AGE 60      2,484       86,243           93,906         250,000         39,191         250,000       15,959         250,000
  AGE 65      2,484      124,482          156,099         250,000         43,689         250,000        7,995         250,000
  AGE 70      2,484      173,286          260,664         302,370         37,267         250,000
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.

                                       65
<PAGE>   68
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: A (MATURITY AGE 100)
INITIAL PREMIUM: $3,750.00                     STATED AMOUNT INCLUDES CASH VALUE
                                 
                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>        <C>              <C>            <C>             <C>            <C>           <C>            <C>    
  1           3,750        3,938              905         250,000            701         250,000          499         250,000
  2           3,750        8,072            2,900         250,000          2,273         250,000        1,672         250,000
  3           3,750       12,413            5,272         250,000          3,972         250,000        2,771         250,000
  4           3,750       16,971            9,861         250,000          7,602         250,000        5,599         250,000
  5           3,750       21,757           15,138         250,000         11,600         250,000        8,584         250,000
  6           3,750       26,783           20,897         250,000         15,715         250,000       11,474         250,000
  7           3,750       32,059           27,206         250,000         19,970         250,000       14,283         250,000
  8           3,750       37,600           34,111         250,000         24,360         250,000       17,004         250,000
  9           3,750       43,417           41,717         250,000         28,930         250,000       19,677         250,000
  10          3,750       49,525           49,908         250,000         33,501         250,000       22,112         250,000
  15          3,750       84,966          108,375         250,000         62,169         250,000       36,245         250,000
  20          3,750      130,197          201,803         270,416         95,283         250,000       47,464         250,000
  AGE 60      3,750      130,197          201,803         270,416         95,283         250,000       47,464         250,000
  AGE 65      3,750      187,925          348,870         425,621        131,304         250,000       52,519         250,000
  AGE 70      3,750      261,603          584,896         678,480        174,736         250,000       52,451         250,000
</TABLE>

<TABLE>
<CAPTION>
                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                     CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>            <C>      <C>              <C>             <C>            <C>             <C>           <C>            <C>    
  1            3,750       3,938              671         250,000            475         250,000          279         250,000
  2            3,750       8,072            2,392         250,000          1,793         250,000        1,220         250,000
  3            3,750      12,413            4,444         250,000          3,211         250,000        2,074         250,000
  4            3,750      16,971            8,659         250,000          6,528         250,000        4,640         250,000
  5            3,750      21,757           13,498         250,000         10,171         250,000        7,340         250,000
  6            3,750      26,783           18,773         250,000         13,913         250,000        9,945         250,000
  7            3,750      32,059           24,527         250,000         17,757         250,000       12,452         250,000
  8            3,750      37,600           30,810         250,000         21,705         250,000       14,860         250,000
  9            3,750      43,417           37,679         250,000         25,760         250,000       17,167         250,000
  10           3,750      49,525           45,042         250,000         29,769         250,000       19,217         250,000
  15           3,750      84,966           97,291         250,000         54,447         250,000       30,670         250,000
  20           3,750     130,197          180,312         250,000         81,320         250,000       37,884         250,000
  AGE 60       3,750     130,197          180,312         250,000         81,320         250,000       37,884         250,000
  AGE 65       3,750     187,925          311,387         379,892        107,070         250,000       35,815         250,000
  AGE 70       3,750     261,603          518,946         601,977        133,683         250,000       22,440         250,000
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.

                                       66
<PAGE>   69



MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $2,484.00                         STATED AMOUNT PLUS CASH VALUE
                                         
                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                          ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                            ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                      CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>        <C>              <C>            <C>             <C>            <C>            <C>           <C>    
  1           2,484        2,608              189         252,181             60         252,052            0         251,922
  2           2,484        5,347            1,325         254,559            930         254,164          551         253,785
  3           2,484        8,222            2,678         257,154          1,865         256,341        1,115         255,591
  4           2,484       11,242            4,267         259,985          2,863         258,581        1,619         257,337
  5           2,484       14,412            6,787         263,084          4,598         260,895        2,734         259,032
  6           2,484       17,741           10,295         266,443          7,103         263,251        4,495         260,643
  7           2,484       21,236           14,105         270,102          9,668         265,666        6,188         262,185
  8           2,484       24,906           18,233         274,081         12,281         268,128        7,801         263,649
  9           2,484       28,759           22,758         278,455         14,988         270,685        9,379         265,076
  10          2,484       32,806           27,521         283,219         17,596         273,294       10,726         266,424
  15          2,484       56,281           61,954         314,804         34,670         287,520       19,442         272,292
  20          2,484       86,243          112,802         362,802         52,061         302,061       25,087         275,087
  AGE 60      2,484       86,243          112,802         362,802         52,061         302,061       25,087         275,087
  AGE 65      2,484      124,482          186,260         436,260         65,913         315,913       24,138         274,138
  AGE 70      2,484      173,286          297,691         547,691         75,896         325,896       17,130         267,130
</TABLE>

<TABLE>
<CAPTION>
                                                         ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                             ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                     CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>           <C>       <C>               <C>           <C>              <C>            <C>           <C>            <C>    
  1           2,484        2,608                0         251,945              0         251,822            0         251,700
  2           2,484        5,347              807         254,041            441         253,675           91         253,325
  3           2,484        8,222            1,828         256,304          1,085         255,561          401         254,877
  4           2,484       11,242            3,025         258,743          1,754         257,472          631         256,349
  5           2,484       14,412            5,079         261,377          3,114         259,411        1,446         257,744
  6           2,484       17,741            8,066         264,214          5,220         261,368        2,904         259,052
  7           2,484       21,236           11,272         267,269          7,341         263,338        4,272         260,270
  8           2,484       24,906           14,714         270,561          9,471         265,318        5,547         261,394
  9           2,484       28,759           18,411         274,108         11,605         267,302        6,725         262,422
  10          2,484       32,806           22,228         277,926         13,584         269,281        7,648         263,346
  15          2,484       56,281           49,019         301,869         25,964         278,814       13,342         266,192
  20          2,484       86,243           85,071         335,071         35,531         285,531       14,442         264,442
  AGE 60      2,484       86,243           85,071         335,071         35,531         285,531       14,442         264,442
  AGE 65      2,484      124,482          129,529         379,529         35,452         285,452        5,582         255,582
  AGE 70      2,484      173,286          185,340         435,340         20,963         270,963
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.

                                       67
<PAGE>   70
MALE ISSUE AGE 40                                INITIAL STATED AMOUNT: $250,000
CLASSIFICATION: SELECT NONSMOKER        DEATH BENEFIT TYPE: B (MATURITY AGE 100)
INITIAL PREMIUM: $9,000.00                         STATED AMOUNT PLUS CASH VALUE
                                 
                         SUMMARY OF VALUES AND BENEFITS

   
<TABLE>
<CAPTION>
                                                          ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                              ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                        CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF         TOTAL      ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY        ANNUAL       AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR          OUTLAY     INTEREST          VALUE          BENEFIT         VALUE          BENEFIT         VALUE       BENEFIT
- ----          ------     --------          -----          -------         -----          -------         -----       -------
<S>            <C>      <C>             <C>           <C>              <C>           <C>            <C>           <C>    
  1            9,000       9,450            3,844         259,094          3,338         258,588        2,832         258,082
  2            9,000      19,373           12,644         269,091         11,065         267,513        9,548         265,996
  3            9,000      29,791           23,636         280,084         20,341         276,789       17,296         273,744
  4            9,000      40,731           35,723         292,171         29,981         286,428       24,879         281,327
  5            9,000      52,217           49,175         305,473         40,157         296,454       32,458         288,755
  6            9,000      64,278           63,928         320,076         50,700         306,847       39,850         295,997
  7            9,000      76,942           80,132         336,130         61,641         317,638       47,073         303,071
  8            9,000      90,239           97,922         353,770         72,984         328,831       54,119         309,967
  9            9,000     104,201          117,504         373,202         84,789         340,487       61,033         316,730
  10           9,000     118,861          138,865         394,562         96,880         352,578       67,621         323,319
  15           9,000     203,917          286,023         538,873        168,182         421,032      101,563         354,413
  20           9,000     312,473          520,262         770,262        252,262         502,262      130,272         380,272
  AGE 60       9,000     312,473          520,262         770,262        252,262         502,262      130,272         380,272
  AGE 65       9,000     451,021          892,099       1,142,099        348,131         598,131      150,413         400,413
  AGE 70       9,000     627,847        1,489,062       1,739,062        459,005         709,005      162,697         412,697
</TABLE>

<TABLE>
<CAPTION>
                                                           ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN
                                            12.00%(10.22% NET)              6.00%(4.22% NET)              0.00%(-1.78% NET)
                                                              ASSUMED COST OF INSURANCE AND EXPENSE CHARGES
              PLANNED PREMIUMS                    CURRENT                        CURRENT                     CURRENT
                          ACCUM-          END OF          END OF          END OF         END OF         END OF       END OF
END OF        TOTAL       ULATED         YEAR CASH         YEAR         YEAR CASH         YEAR         YEAR CASH      YEAR
POLICY      ANNUAL         AT 5%         SURRENDER         DEATH        SURRENDER         DEATH        SURRENDER      DEATH
YEAR        OUTLAY      INTEREST            VALUE         BENEFIT          VALUE         BENEFIT        VALUE        BENEFIT
- ----        ------      --------            -----         -------          -----         -------        -----        -------
<C>          <C>         <C>            <C>             <C>             <C>             <C>           <C>          <C>    
1            9,000         9,450            3,607         258,857          3,109         258,359        2,610        257,860
2            9,000        19,373           12,125         268,573         10,576         267,024        9,088        265,536
3            9,000        29,791           22,786         279,234         19,562         276,009       16,583        273,030
4            9,000        40,731           34,482         290,930         28,873         285,320       23,892        280,340
5            9,000        52,217           47,468         303,765         38,673         294,971       31,170        287,467
6            9,000        64,278           61,700         317,848         48,817         304,965       38,259        294,407
7            9,000        76,942           77,301         333,298         59,315         315,312       45,158        301,156
8            9,000        90,239           94,404         350,252         70,175         326,022       51,866        307,713
9            9,000       104,201          113,160         368,857         81,408         337,106       58,380        314,077
10           9,000       118,861          133,575         389,272         92,870         348,568       64,545        320,242
15           9,000       203,917          273,103         525,953        159,485         412,335       95,468        348,318
20           9,000       312,473          492,583         742,583        235,754         485,754      119,637        369,637
AGE 60       9,000       312,473          492,583         742,583        235,754         485,754      119,637        369,637
AGE 65       9,000       451,021          835,536       1,085,536        317,731         567,731      131,880        381,880
AGE 70       9,000       627,847        1,377,227       1,627,227        404,224         654,224      130,593        380,593
</TABLE>
    

The hypothetical gross annual investment results shown above are illustrative
only and should not be deemed a representation of past or future investment
results. Actual investment results may be more or less than those shown and will
depend on a number of factors, including allocations made by the owner among the
investment options and the actual investment results of those options. The cash
surrender value and death benefit for a policy would be different from those
shown even if the actual rates of investment averaged 0%, 6% and 12% over a
period of years but fluctuated above or below those averages for individual
contract years. No representations can be made that these hypothetical
investment rates of return can be achieved for any one year or sustained over
any period of time. This illustration assumes current cost of insurance and
expense charges remain unchanged.


                                       68
<PAGE>   71
                                     PART II

                                OTHER INFORMATION



<PAGE>   72


                       CONTENTS OF REGISTRATION STATEMENT



This registration statement comprises the following papers and documents:

The facing sheet

   
The prospectus consisting of 68 pages

Representations:

         Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940,
         as amended, Ohio National Life Assurance Corporation represents that
         the fees and charges deducted under the contract, in the aggregate, are
         reasonable in relation to the expenses expected to be incurred and the
         risks assumed by Ohio National Life Assurance Corporation. 
    

The signatures

Written consents of the following persons:

         KPMG Peat Marwick LLP

         Jones & Blouch L.L.P.

         Ronald L. Benedict, Esq.

         David W. Cook, FSA, MAAA

Exhibits:

   
         (5)      Flexible Premium Variable Life Insurance Policy, Form 96-VL-1.

         (10)     Variable Life Insurance Application Supplement: Suitability
                  Information.
    

All other relevant exhibits, which have previously been filed with the
Commission and are incorporated herein by reference, are as follows:

         (1)      Resolution of the Board of Directors of the Depositor
                  authorizing establishment of Ohio National Variable Account R
                  was filed as Exhibit 1.(1) of the Registrant's registration
                  statement on Form S-6 on June 7, 1985 (File no. 2-98265).

         (2)(a)   Agreement of Custodianship between the Depositor and The
                  Provident Bank was filed as Exhibit 5 of the Registrant's
                  registration statement on Form S-6, Post-effective Amendment
                  no. 2, on March 22, 1988 (File no. 2-98265).

         (2)(b)   Amendment to Agreement of Custodianship was filed as Exhibit 4
                  of the Registrant's Form S-6, Post-effective Amendment no. 3,
                  on April 20, 1989 (File no. 2-98265).

         (3)(a)   Distribution and Service Agreement between the Depositor and
                  The O.N. Equity Sales Company was filed as Exhibit 6 of the
                  Registrant's Form S-6, Post-effective Amendment no. 3 on April
                  20, 1989 (File no. 2-98265).

                                       
<PAGE>   73

         (3)(b)   Registered Representative's Sales Contract with Variable Life
                  Supplement was filed as Exhibit (3)(b) of the Registrant's
                  Form S-6, Post-effective Amendment no. 5, on April 18, 1991
                  (File no. 2-98265).

         (3)(c)   Schedule of Sales Commissions was filed as Exhibit 1.(3)(c) of
                  the Registrant's Form S-6 on October 15, 1986 (File no.
                  2-98265).
   
    
         (6)(a)   Articles of Incorporation of the Depositor were filed as
                  Exhibit 1.(6)(a) of the Registrant's Form S-6 on June 7, 1985
                  (File no. 2-98265).


         (6)(b)   Code of Regulations (by-laws) of the Depositor were filed as
                  Exhibit 1.(6)(b) of the Registrant's Form S-6 on June 7, 1985
                  (File no. 2-98265).

         (8)      Service Agreement between the Depositor and The Ohio National
                  Life Insurance Company was filed as Exhibit 1.(8) of the
                  Registrant's Form S-6 on June 7, 1985 (File no. 2-98265).

         (11)     Memorandum describing the Depositor's purchase, transfer,
                  redemption and conversion procedures for the contracts was
                  filed as Exhibit 1.(11) of the Registrant's Form S-6 on
                  October 15, 1986 (File no. 2-98265).
   
    



<PAGE>   74




                                   SIGNATURES


   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account R has caused this
registration statement to be signed on its behalf in the City of Cincinnati and
State of Ohio on the 11th day of November, 1996.
    



                              OHIO NATIONAL VARIABLE ACCOUNT R
                                        (Registrant)

                              By OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                        (Depositor)



                              By  /s/ Donald J. Zimmerman
                                  ------------------------------------
                                     Donald J. Zimmerman
                                     Senior Vice President, Insurance Operations



Attest:



 /s/ Ronald L. Benedict
 ----------------------
Ronald L. Benedict
Assistant Secretary



<PAGE>   75



   
Pursuant to the requirements of the Securities Act of l933, the depositor has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized in the City of Cincinnati and the State of
Ohio on the 11th day of November, 1996.
    

                              OHIO NATIONAL LIFE ASSURANCE CORPORATION
                                        (Depositor)



                              By  /s/ Donald J. Zimmerman
                                  ------------------------------------
                                     Donald J. Zimmerman
                                     Senior Vice President, Insurance Operations

Attest:

 /s/ Ronald L. Benedict
 ----------------------
Ronald L. Benedict
Assistant Secretary

Pursuant to the requirements of the Securities Act of l933, this post-effective
amendment to the registration statement has been signed below by the following
persons in the capacities with the depositor and on the dates indicated.


   
<TABLE>
<CAPTION>
Signature                                         Title                                    Date
- ---------                                         -----                                    ----
<S>                                              <C>                                       <C>   
                                                  Chairman, President
                                                  and Chief Executive
/s/ David B. O'Maley                              Officer and Director                     November 11, 1996
- -----------------------------
David B. O'Maley
                                                  Senior Vice President
                                                  and Chief Investment
/s/ Joseph P. Brom                                Officer and Director                     November 11, 1996
- -----------------------------
Joseph P. Brom
                                                  Senior Vice President
                                                  and Chief Financial Officer
/s/ Ronald J. Dolan                               and Director                             November 11, 1996
- ----------------------------
Ronald J. Dolan
                                                  Senior Vice President and
                                                  General Counsel and
/s/ Stuart G. Summers                             Director                                 November 11, 1996
- -----------------------------
Stuart G. Summers

                                                  Senior Vice President,
                                                  Insurance Operations &
/s/ Donald J. Zimmerman                           Secretary and Director                   November 11, 1996
- -----------------------------
Donald J. Zimmerman
                                                  Vice President,
                                                  Financial Control
                                                  (Principal Accounting
/s/ Paul L. Bergmann                              Officer)                                 November 11, 1996
- -----------------------------
Paul L. Bergmann
</TABLE>
    


<PAGE>   76




                         INDEX OF CONSENTS AND EXHIBITS

                                                                Page Number
Exhibit                                                         in Sequential
Number           Description                                    Numbering System

                 Consent of KPMG Peat Marwick LLP

                 Consent of Jones & Blouch L.L.P.

                 Consent of Ronald L. Benedict, Esq.

                 Consent of David W. Cook, FSA, MAAA

   
(5)              Flexible Premium Life Insurance Policy,
                 Form 96-VL-1

(10)             Variable Life Insurance Application
                 Supplement:  Suitability Information
    


<PAGE>   77
                                    CONSENTS
<PAGE>   78
                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ohio National Life Assurance Corporation:


We consent to the inclusion of our reports included herein on the financial
statements of Ohio National Variable Account R as of December 31, 1995 and for
the periods indicated herein and of Ohio National Life Assurance Corporation as
of December 31, 1995 and for the year then ended and to the reference to our
firm under the heading "Experts" in the Prospectus.

Our report on the financial statements of Ohio National Life Assurance
Corporation refers to a change in accounting and reporting by mutual life
insurance enterprises and by insurance enterprises for certain long-duration
participating contracts in 1995.


                                                KPMG Peat Marwick LLP


Cincinnati, Ohio
November 11, 1996


<PAGE>   79
                                  [LETTERHEAD]
   

                               November 11, 1996
    




The Board of Directors
Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  452l9


Re:  Ohio National Variable Account R
        Registration of Flexible Premium Variable Life
        Insurance Contracts ("Vari-Vest V")

Gentlemen:


The undersigned hereby consents to the use of my name under the caption of
"Legal Opinions" in the registration statement on Form S-6 of the above
captioned registrant.


                                                         Sincerely,


                                                         s/Ronald L. Benedict
                                                         -----------------------
                                                         Ronald L. Benedict
                                                         Assistant Secretary and
                                                         Legal Counsel

RLB/nh


VARreg




The Ohio National Life Insurance Company
Ohio National Life Assurance Corporation
<PAGE>   80
                                  [LETTERHEAD]
   

                                November 11, 1996
    




Ohio National Life Assurance Corporation
237 William Howard Taft Road
Cincinnati, Ohio  45219


Re:  Ohio National Variable Account R
        Registration of Flexible Premium Variable Life
        Insurance Contracts ("Vari-Vest V")


Gentlemen:


I hereby consent to the use of my name under the heading "Experts" in the
prospectus included in the post-effective amendment to the above-captioned
registration statement on form S-6.


                                               Sincerely,


                                               s/David W. Cook
                                               ---------------------------------
                                               David W. Cook, FSA, MAAA
                                               Senior Vice President and Actuary


DWC/nh


VARreg


The Ohio National Life Insurance Company
Ohio National Life Assurance Corporation
<PAGE>   81
                                    EXHIBITS

<PAGE>   1
                                   EXHIBIT (5)



                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY,
                                  FORM 96-VL-1


<PAGE>   2
     We will pay the proceeds to the beneficiary after we receive due proof that
     the insured died while this contract was in force. If the insured is living
     on the maturity date, we will then pay to the owner the accumulation value
     less any loans in effect.

     Our home office is at One Financial Way, Cincinnati, Ohio 45242.

                /s/ Donald J. Zimmerman        /s/ David B. Vandsner
                -----------------------        ---------------------
                        Secretary                      President

     20 DAY RIGHT TO EXAMINE THE POLICY: YOU HAVE A RIGHT TO CANCEL THIS
     CONTRACT WITHIN 20 DAYS AFTER YOU RECEIVE IT. YOU MAY RETURN IT TO US OR TO
     OUR AGENT FOR ANY REASON WITHIN THOSE 20 DAYS. THE CONTRACT WILL THEN BE
     TREATED AS THOUGH IT WERE NEVER ISSUED. WE WILL THEN REFUND THE PREMIUMS










                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                Nonparticipating
              Adjustable Death Benefit Payable Before Maturity Date
     Cash Surrender Value Payable on Maturity Date if Insured is Then Living
                      Flexible Premiums Until Maturity Date
                              Stated Amount: Page 3
                              Maturity Date: Page 3


  DEATH BENEFITS AND ACCUMULATION VALUES MAY INCREASE OR DECREASE ACCORDING TO
         THE INVESTMENT EXPERIENCE OF OHIO NATIONAL VARIABLE ACCOUNT R.
             FOR DETAILS SEE NONFORFEITURE PROVISIONS, PAGES 13-17.

INSURED                                                          POLICY NUMBER
                                                                              
AGE                                                              FACE AMOUNT  
                                                                              
CONTRACT DATE                                                    ISSUE DATE   
<PAGE>   3

                                 POLICY CONTENTS

                                                  PAGE   

POLICY SPECIFICATIONS                               2
OPTION TABLES                                       5
TABLE OF RENEWAL PREMIUMS                           6
GENERAL TERMS AND DEFINITIONS                       7
     Contract Months and Years                      7
     Fund                                           7
     Guideline Premium                              7
     Issue Date                                     7
     Maturity Date                                  7
     Minimum Premium                                7
     Notice                                         7
     Option                                         7
     Payee                                          7
     Proceeds                                       7
     Process Days                                   7
     Pronouns                                       8
     Proof You Can Be Insured                       8
     Subaccount                                     8
     VAR                                            8
     Valuation Period                               8
GENERAL PROVISIONS                                  8
     Ownership                                      8
     Assignment                                     8
     Beneficiary                                    8
     Contract                                       9
     General Account and VAR                        9
     Investments of VAR                             9
     Voting Rights                                  9
     Reports                                        9
     Nonparticipating                              10
     Exchange Right                                10
PREMIUMS                                           10
     Payment                                       10
     Net Premium                                   10
     Allocation of Net Premiums                    10
     Planned Premium                               10
     Extra Premium                                 10
     Minimum Premium Requirement                   11
     Policy Changes Affecting the Minimum
       Premium Requirement                         11
     Death Benefit Guarantee                       11
     Grace Period                                  11
     Reinstatement                                 11
BENEFITS                                           12
     Death Proceeds Choices                        12
     Changes in Coverage                           12
     Change of Proceeds Plans                      13
     Coverage Extended Endowment                   13
NONFORFEITURE                                      13
     Accumulation Value                            13
     Fixed Accumulation Value                      13
     Interest for the Fixed Accumulation Value     13
     Determination of Values for the General
      Account                                      13
     Variable Accumulation Value                   13
     Variable Accumulation Units                   14
     Unit Value                                    14
     Net Investment Factor                         14
     Splitting Units                               14
     Transfers Among Subaccounts and General
       Account                                     14
     Taxes                                         15
     Monthly Charges                               15
     Cost of Insurance                             15
     Cost of Insurance Rate                        15
     Net Amount at Risk                            15
     Surrender and Cash Surrender Value            15
     Surrender Charge                              15
     Contingent Deferred Sales Charge              16
     Deferred Underwriting Charge                  16
     Sales Charge Refund                           16
     Surrender Charge On Decreases                 16
     Partial Surrender                             16
     Deferral of Payment on Surrender, Partial
       Surrenders and Loans                        16
     Paid-up Term Insurance                        17
     Paid-up Life Insurance                        17
LOANS                                              17
     Availability                                  17
     Loan Value                                    17
     Loan Collateral                               17
     Interest                                      17
     Repayment                                     17
CLAIMS                                             18
     Payment of Proceeds                           18
     Misstatement of Age or Sex                    18
     Proceeds Protection                           18
     Incontestability                              18
     Suicide                                       18
PROCEEDS PAYMENT OPTIONS                           18
     Choice of Options                             18
     Minimum Amounts                               19
     Description of Options                        19
     Proceeds at Interest                          19
     Payments for a Certain Period                 19
     Life Income                                   20
     Payments of a Certain Amount                  20
     Joint and Survivor Life Income                20
     Alternate Life Income                         20
     Death of Payee                                20

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 2
<PAGE>   4
POLICY SPECIFICATIONS



- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 3

<PAGE>   5


     This Page Left Blank



- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 4

<PAGE>   6



OPTION TABLES


- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 5

<PAGE>   7



TABLE OF RENEWAL PREMIUMS


- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 6

<PAGE>   8



                          GENERAL TERMS AND DEFINITIONS

CONTRACT MONTHS AND YEARS
     This contract takes effect on the contract date shown on page 3. Contract
     months and years are marked from the contract date. The first day of the
     contract year is the contract date and its anniversaries.


FUND
     (a) Ohio National Fund, Inc. or (b) in the case of the Emerging Markets
     Subaccount, the Emerging Markets Fund (a series of the Montgomery Funds
     III), or (c) another open-end management investment company registered
     under the Investment Company Act of 1940, as amended (the "Act"). Shares of
     these investment companies are referred to as "Fund Shares."


GUIDELINE PREMIUM
     The guideline premium is shown on page 3.


ISSUE DATE
     The issue date is shown on page 3.


MATURITY DATE
     Unless we otherwise specify, the maturity date is the end of the contract
     year nearest your 100th birthday. We will pay you the accumulation value on
     the maturity date less any loans in effect.


MINIMUM PREMIUM
     The minimum premium is shown on page 3. The minimum premium requirement
must be met to keep the death benefit guarantee.


NOTICE
     A notice required by you under this contract must be in written form
     acceptable to us. A notice of any action that requires us to determine your
     accumulation value takes effect when we receive it. Otherwise, a notice
     takes effect when signed; but it is subject to any payment made or action
     taken by us before we receive it.


OPTION
     Payment of the proceeds other than in one sum.


PAYEE
     The person to whom payments are made under an option. If the option is a
     life annuity, the payee is the person on whose life the option is based.


PROCEEDS
     The amount payable on the first of: (1) surrender of the contract; (2)
     death of the insured; or (3) the maturity date.


PROCESS DAYS
     The first day of each contract month. Monthly charges and credits are made
     as of each process day.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 7
<PAGE>   9

PRONOUNS
     "Our", "us" or "we" means Ohio National Life Assurance Corporation. "You",
     "your" or "yours" means the insured. If the insured is not the owner,
     "you", "your" or "yours" means the owner when referring to contract rights,
     payments and notices.


PROOF YOU CAN BE INSURED
     When this contract requires you to send us proof that you can be insured,
     the proof must be acceptable to us. We will supply forms or instructions
     for you to us that proof. No new stated amount or reinstatement for which
     you apply will take effect until we approve your application. We must find
     that you are in an acceptable risk class. Unless we adopt other rules, your
     risk class must be at least as good as it was when we last approved you for
     insurance.


SUBACCOUNT
     The Equity Subaccount, Money Market Subaccount, Bond Subaccount, Omni
     Subaccount, International Subaccount, Capital Appreciation Subaccount,
     Small Cap Subaccount, Global Contarian Subaccount, Aggressive Growth
     Subaccount, Core Growth Subaccount, Growth & Income Subaccount, S & P 500
     Index Subaccount, Social Awareness Subaccount, Emerging Markets Subaccount,
     or any other subaccounts that may be established within VAR.


VAR
     Ohio National Variable Account R. This is an account that consists of
     assets we have set aside so that their investment results are kept separate
     from those of our general assets. The assets of VAR will be available to
     cover the liabilities of the general account only to the extent that the
     assets of VAR exceed the liabilities of VAR arising under the variable life
     policies in VAR.


VALUATION PERIOD
     That period of time from one determination of accumulation unit values to
     their next determination. Such values will be determined each day that the
     New York Stock Exchange is open for business and any other day on which
     there is sufficient trading to materially affect the value of VAR's assets.


                               GENERAL PROVISIONS

OWNERSHIP
     The owner has all contract rights while the insured is living. After the
     insured's death, the owner only has those rights set forth in the
     beneficiary and proceeds payment options sections. The owner may act
     without the consent of a revocable beneficiary or contingent owner. The
     owner may name a contingent owner or new owner by notice to us.


ASSIGNMENT
     You may assign your rights under this contract as security for a loan or
     debt. We are not bound by an assignment unless we receive notice of it. The
     person to whom you assign your rights has a first claim on proceeds in
     place of you and your beneficiaries.


BENEFICIARY
     You may name beneficiaries in the application or by notice to us or you may
     later name or change beneficiaries by notice to us. If the owner is not the
     insured, the owner may name or change beneficiaries by notice to us at any
     time up to 60 days after your death.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 8
<PAGE>   10

     Beneficiaries have rights in the order named. Contingent beneficiaries will
     only receive proceeds if no prior beneficiary survives you. The rights of a
     beneficiary who dies before you will pass to living beneficiaries of the
     same class. If no beneficiary survives you, death proceeds will be paid to
     the owner.


CONTRACT
     Your application and payment of premiums are your consideration for this
     contract. The entire contract is in your application and this policy. A
     copy of your application is attached. Read it with care. You represent that
     the statements made in your application are true as far as you know and
     believe. We cannot base denial of a claim on any statement you make unless
     it is contained in an attached application.

     As stated in the application, the contract cannot be changed nor our rights
     waived except in writing signed by one of our officers. No agent is
     authorized to make or change a contract on our behalf nor waive any of our
     rights or requirements.


GENERAL ACCOUNT AND VAR
     The general account consists of all our assets other than those we allocate
     to a separate account.

     The separate account to which the variable part of contract values under
     this contract relate is VAR which we have established under Ohio law to
     provide variable benefits. We shall have sole and complete ownership and
     control of all assets in VAR.


INVESTMENTS OF VAR
     All amounts credited to VAR will be used to purchase Fund at net asset
     value. Any and all distributions made by the Fund in respect of Fund shares
     held by VAR will be reinvested in Fund shares in the same subaccount at net
     asset value. Deductions and redemptions from VAR may be made by redeeming a
     number of Fund shares, at net asset value, equal in total value to the
     amount to be deducted or redeemed. If deemed by us to be in the best
     interest of all contract owners, VAR may be operated as a management
     company under the Act or it may be deregistered under the Act if
     registration is no longer required.

     If there is a substitution of Fund shares or change in operation of VAR, we
     may issue an endorsement for the contract and take any other action as may
     be necessary and appropriate to make the substitution or change. The
     investment policy of any subaccount of VAR will not be changed without the
     approval of the Ohio director of insurance and that approval will be on
     file with the state insurance regulator of the state where this contract
     was delivered.


VOTING RIGHTS
     We will seek instructions for the voting of Fund shares held on account of
     the variable part of your contract. From time to time, we will send you
     reports on the Fund, proxy material and a form for instructing us how to
     vote Fund shares.


REPORTS
     We will send you an annual account report at least once each year showing
     as of the date of the report: (1) the accumulation value; (2) the cash
     surrender value; (3) the stated amount; (4) any policy loan; (5) any
     partial withdrawal made since the last report; (6) any interest charge and
     any premium paid since the last report; (7) charges made since the last
     report; and (8) investment experience since the last report.

     We will also make available a projection report. This report will be based
     on planned premiums, guaranteed cost of insurance and guaranteed interest
     if any. It will show the accumulation value one year from the date of the
     report. We may charge a fee, not to exceed $100, for this report and if you
     ask for more than one annual account report.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION              PAGE 9
<PAGE>   11



NONPARTICIPATING
     This contract is nonparticipating. It will not share in our divisible
     surplus.


EXCHANGE RIGHT
     For 2 years after the issue date, or for 2 years after any increase in
     stated amount, you may exchange this contract for a flexible premium life
     insurance policy. The accumulation value of the new policy will not vary
     with the investment results of VAR. We will do this by moving, without
     charge, the entire variable accumulation value to the general account. All
     future premium payments will be allocated only to the general account. The
     issue age, premium class and net amount at risk will be the same as those
     of the contract being exchanged.


                                    PREMIUMS

PAYMENT
     Your first premium is due on the contract date. One minimum premium must be
     paid to put this contract in effect. It may be paid to our agent or sent to
     our home office. After the first premium has been paid, subsequent premiums
     can be paid at any time. All later premiums must be sent to our home
     office.


NET PREMIUM
     a) your premium payments; less b) any premium tax that we determine to be
     allocable to the contract; less (c) 1.25% of all premiums paid in the first
     10 years following issue.


ALLOCATION OF NET PREMIUMS
     All net premiums paid in the first contract month after the issue date will
     be allocated to the Money Market subaccount. On the first process day after
     the issue date all such net premiums held in the Money Market subaccount
     and each future net premium will be allocated to one or more subaccounts
     and/or the general account based on the allocation percentage specified in
     the application or as later changed by you.

     Any change shall take effect with the first premium we receive after you
     ask for the change to take effect or, if later, as of the end of the
     valuation period during which we receive notice of a change at our home
     office.


PLANNED PREMIUM
     You may pay planned premiums each year, or every 6 months or 3 months. We
     will send you a notice of each planned premium. We may also allow other
     premium payment plans. You may change your planned premium amount, or how
     often it is to be paid, by sending us notice of the change. We may limit
     the amount of increase in your planned premium. Each planned premium must
     be at least $25.


EXTRA PREMIUM
     You may pay extra premiums (more than planned) at any time prior to the
     maturity date. If you have a loan, extra premiums will first be applied to
     reduce or pay off the loan. We may limit the amount and number of extra
     premiums which may be paid.

     Premiums that can be paid under this contract, without an increase in death
     benefit, can be no more than allowed by the federal law that defines life
     insurance. If a premium payment would exceed this limit, you can increase
     your stated amount to allow that premium. To do this, you must apply in
     writing and send us proof you can be insured. If you do not increase your
     stated amount, we will refund premium in excess of the limit.



- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 10
<PAGE>   12
MINIMUM PREMIUM REQUIREMENT
     The minimum premium requirement is met if, on each process day (a) is equal
     to or greater than (b) where:

         (a) is the sum of all premiums paid less any partial surrenders and
less any loan amount, and

         (b) is the sum of the minimum premium since the policy date, including
the minimum premium for the current process day.

     Although we will determine each month whether or not you have met the
minimum premium requirement, you do not have to pay premiums monthly.


POLICY CHANGES AFFECTING THE MINIMUM PREMIUM REQUIREMENT
     The minimum monthly premiums will be affected by any change in stated
     amount or change of proceeds plan. The minimum premium may also be changed
     when a rider is added to or removed from this contract. We will send you
     notice of the change in minimum premium.


DEATH BENEFIT GUARANTEE
     If you meet the minimum premium requirement, we guarantee that this
     contract will not lapse during the death benefit guarantee period shown on
     Page 3 even if the investment performance of VAR has caused the cash
     surrender value to fall below the amount needed to pay the monthly charges
     due.

     If the minimum premium requirement is not met on any process day, we will
     send you notice of the required payment. If we do not receive the required
     payment within 61 days of the date it is due, the death benefit guarantee
     is no longer in effect and the guarantee cannot be reinstated.

     We will assess a charge per $1,000 of stated amount for each month the
     death benefit guarantee is in effect. The amount of this charge is shown on
     Page 3.


GRACE PERIOD
     A premium is due on any process day on which the cash surrender value, less
     loans in effect, is not enough to cover the charges then due. The required
     premium will equal the amount needed to allow the cash surrender value less
     loans in effect to cover 2 monthly charges. We will mail you, and any
     assignee of record, notice of the amount due. The contract will stay in
     force for 61 days after the due date of the required premium, but not past
     the maturity date. If you do not pay the required premium by the end of
     this grace period, the contract will end with no value. We will send you a
     notice, at your last known address, 30 days before the contract ends. If
     death occurs during a grace period, any required premium then due will be
     subtracted from the death proceeds.


REINSTATEMENT
     If this contract ends for failure to pay a required premium, you may
     reinstate it within 5 years if:

          (1)  you apply to reinstate this contract and send us proof you can be
               insured;

          (2)  we approve your application;

          (3)  you pay enough premium to keep the contract in force for at least
               2 months;

          (4)  you pay the monthly charges due from the grace period; and

          (5)  you pay or reinstate any loans then in effect with interest at 6%
               per year.

     You may not reinstate this contract after the maturity date.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 11
<PAGE>   13

                                    BENEFITS

DEATH PROCEEDS CHOICES
     PLAN A. If you choose Plan A, the death proceeds equal the larger of: (1)
     the stated amount on the date of your death; or (2) the accumulation value
     plus a percentage of the accumulation value which varies with your attained
     age according to the table below. Death proceeds will be reduced by any
     loans in effect.

     PLAN B. If you choose Plan B, the death proceeds equal the larger of: (1)
     the stated amount plus the accumulation value on the date of your death; or
     (2) the accumulation value plus a percentage of the accumulation value
     which varies with your attained age according to the table below. Death
     proceeds will be reduced by any loans in effect.

     The stated amount is shown on page 3.



<TABLE>
<CAPTION>
    ATTAINED                          ATTAINED                        ATTAINED
       AGE              %               AGE              %               AGE              %
- ------------------    -------     -----------------    -------     ----------------     -------
<S>   <C>              <C>               <C>             <C>        <C>                <C>
      0-40             150               54              57              68               17
       41              143               55              50              69               16
       42              136               56              46              70               15
       43              129               57              42              71               13
       44              122               58              38              72               11
       45              115               59              34              73               9
       46              109               60              30              74               7
       47              103               61              28             75-90             5
       48               97               62              26              91               4
       49               91               63              24              92               3
       50               85               64              22              93               2
       51               78               65              20              94               1
       52               71               66              19          95 and over          0
       53               64               67              18
</TABLE>

CHANGES IN COVERAGE
     At any time after the first contract year, you may request a change in the
     stated amount to increase your coverage. After 2 years from the issue date,
     you may decrease your stated amount. The change must be at least $5,000. If
     we approve the change, we will send you notice of the change. The change
     will take effect on the first day of the next contract month. We may limit
     you to 2 changes per contract year.

     INCREASE. To request an increase in the stated amount, you must apply in
     writing and send us proof you can be insured.

     Any premium paid contingent upon our approval of an increase in stated
     amount will be held by us in our general account, without interest, until
     the increase takes effect. Premium will be applied to the increase in
     proportion to the guideline premium for the increase to the guideline
     premium for the original stated amount plus the guideline premium for all
     increases in stated amount.

     You have a right to cancel any increase within 20 days after you receive
     notice of the increase, or 10 days after we mail notice of your right to
     cancel this increase, or if later, within 45 days after the date of your
     application for increase. You must give notice to us or to our agent within
     that time. We will refund the monthly charges and any other charges from
     that increase.

     DECREASE. To request a decrease in the stated amount, send us notice to do
     so. Any decrease will be applied against prior increases in the reverse
     order in which the increases were made. You may not decrease the stated
     amount in the first 2 contract years. You may not decrease the stated
     amount to less than the minimum stated amount shown on page 3. The
     surrender charge will be taken for decreases.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 12
<PAGE>   14

CHANGE OF PROCEEDS PLANS
     At any time after the first 2 contract years, you may change from Plan B to
     Plan A by notice to us. The stated amount will then be increased by an
     amount equal to the accumulation value on the date of the change. At any
     time after the first 2 contract years, you may change from Plan A to Plan B
     by notice to us. The stated amount will then be decreased by an amount
     equal to the accumulation value on the date of change. When we change your
     proceeds plan, we will send you notice of the change. You may not make a
     change that will decrease the stated amount to less than the minimum stated
     amount shown on page 3.


COVERAGE EXTENDED ENDOWMENT
     You may choose to continue your contract after the maturity date. You must
     give notice to us before the maturity date. Your death proceeds after the
     maturity date will equal the accumulation value less any loans in effect on
     the date of death. No additional premiums are payable and none may be made
     after the maturity date. We will continue to credit interest on the
     accumulation value of the contract after the maturity date at a rate that
     we will then determine, but not less than 4.0% per year.


                                  NONFORFEITURE

ACCUMULATION VALUE
     The accumulation value is equal to the sum of: (1) the fixed accumulation
     value, plus (2) the variable accumulation value, plus (3) the loan
     collateral.


FIXED ACCUMULATION VALUE
     The fixed accumulation value is: (1) the fixed accumulation value as of the
     prior process day less the charges on that process day, plus interest from
     that process day; plus (2) net premiums credited to the general account
     since the prior process day, plus interest from the date premiums are
     credited; plus (3) transfers from VAR to the general account since the last
     process day, plus interest from the date of transfer; less (4) transfers to
     VAR from the general account since the prior process day, plus interest
     from the date of transfer; less (5) partial surrenders from the general
     account since the last process day, plus interest from the date of
     surrender; less (6) policy loans taken from the general account since the
     last process day, plus interest from the date taken.

     The fixed accumulation value excludes loan collateral held in the general
     account.


INTEREST FOR THE FIXED ACCUMULATION VALUE
     Each month, we will credit interest on the fixed accumulation value at an
     effective rate of at least 4% per year.


DETERMINATION OF VALUES FOR THE GENERAL ACCOUNT
     Minimum cash surrender values are calculated using the 1980 Commissioners'
     Standard Ordinary mortality table with interest at the rate of 4%. A
     detailed statement of the way we compute cash surrender or loan values has
     been filed with the state insurance officials. All values comply with state
     law and are at least as great as the minimum required by law.


VARIABLE ACCUMULATION VALUE
     The variable accumulation value is the total of your values in each
     subaccount. Each subaccount is valued by multiplying the number of
     accumulation units by the current unit value.


- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 13
<PAGE>   15
VARIABLE ACCUMULATION UNITS
     We will credit this contract with variable accumulation units in relation
     to the amount of each net premium allocated to each subaccount. To find the
     number of variable accumulation units credited to each subaccount, divide
     the amount allocated to that subaccount by the variable accumulation unit
     value of that subaccount for the valuation period during which we receive
     the premium at our home office.

     The number of variable accumulation units for a subaccount will increase
     when: (1) net premiums are credited to that subaccount; (2) transfers from
     the general account or other subaccounts are credited to that subaccount;
     or (3) policy loans are repaid or interest is credited from amounts held as
     loan collateral in the general account. The number of variable accumulation
     units for a subaccount will decrease when: (1) a policy loan is taken from
     that subaccount; (2) partial surrender is taken from that subaccount; (3) a
     portion of the monthly charges is taken from that subaccount; or (4)
     transfers are made from that subaccount to the general account or other
     subaccounts.


UNIT VALUE
     The value of each variable accumulation unit was set at $10 when the first
     premium was allocated to each subaccount. The value of a variable
     accumulation unit for each subaccount varies for each later valuation
     period. This value is found by multiplying the value of a variable
     accumulation unit of that subaccount for the immediately preceding
     valuation period by the net investment factor for the subaccount for the
     valuation period for which the variable accumulation unit value is being
     determined. The value of a variable accumulation unit for any valuation
     period is determined as of the end of that valuation period.


NET INVESTMENT FACTOR
     The net investment factor for a subaccount is found by dividing (a) by (b),
     then subtracting (c) from the result, where (a) is: (1) the net asset value
     of a Fund share in that subaccount determined as of the end of a valuation
     period; plus (2) the per share amount of any dividends or other
     distribution declared by the Fund during the valuation period; adjusted by
     (3) a per share charge or credit with respect to any taxes paid or reserved
     for, which we determine to be attributable to the maintenance or operation
     of the subaccount; (b) is the net asset value of a Fund share in that
     subaccount, adjusted by a per share credit or charge for any taxes reserved
     for or paid, determined as of the end of the prior valuation period; and
     (c) is a charge not to exceed .0020471% for each day in the valuation
     period. This converts to 0.75% per year for mortality and expense risks.
     Although we can not identify that part of the current risk charge that
     applies to each of the risks involved, we estimate that a reasonable
     allocation would be 0.30% for the mortality risk, and 0.45% for the expense
     risk.


SPLITTING UNITS
     We reserve the right to split the value of the accumulation units. In any
     such split of unit values, strict equity will be preserved. Such a split
     will have no material effect on the benefits or other terms of this
     contract. A split may either increase or decrease the number of units.


TRANSFERS AMONG SUBACCOUNTS AND GENERAL ACCOUNT
     By notice to us, you may transfer your accumulation value from one
     subaccount to another subaccount or to the general account at any time. The
     sum of transfers from the general account to one or more subaccounts is
     limited during any contract year. The limit is the greater of 25% of the
     general account portion of the accumulation value as of the end of the last
     prior contract year, or $1,000. The dollar amount of a transfer must be at
     least $300, but the entire accumulation value of a subaccount or the
     general account may be transferred if less than $300. No transfer of
     accumulation value may be made after your death. Transfers shall be made as
     of the end of the valuation period during which we receive the request at
     our home office or at the end of any later valuation period as you may
     request. A fee, of not more than $15, will be charged for each transfer.
     Currently, this fee is $3.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 14
<PAGE>   16

TAXES
     Any taxes that pertain to this contract or VAR will be charged against the
accumulation value when incurred or reserved for by us.


MONTHLY CHARGES
     The charges for a contract month are: (1) the cost of insurance for the
     month (which includes the charges for any riders); plus (2) a contract
     maintenance charge of $7; plus (3) the death benefit guarantee charge per
     $1,000 of stated amount as shown on Page 3.


COST OF INSURANCE
     We calculate the cost of insurance for each month as of each process day.
     The cost of insurance for the initial stated amount is determined
     separately from the cost for each increase in stated amount.

     The cost of insurance equals: (1) the cost of insurance rate; times (2) the
     net amount at risk.


COST OF INSURANCE RATE
     The cost of insurance rate (or any change in that rate) for each stated
     amount is based on: (1) your sex; (2) your attained age on the contract
     date and on the effective date of each increase in stated amount; (3) the
     time elapsed since the contract date and since each increase in stated
     amount; and (4) your rate class.

     We may change the cost of insurance rate. Any change in the cost of
     insurance rates will be uniformly applied to all contracts of this class.
     We will notify you prior to any change. We may not increase the rates to
     more than those shown in the table of monthly guaranteed cost of insurance
     rates on page 6. The guaranteed rates are based on the 1980 Commissioner
     Standard Ordinary, Male or Female, Smoker or Nonsmoker mortality table, age
     nearest birthday.


NET AMOUNT AT RISK
     The net amount at risk on any process day equals the death proceeds divided
     by 1.0040741, less the accumulation value.

     If you have Plan A and the stated amount has been increased, the
     accumulation value will first be subtracted from the initial stated amount
     to determine the net amount at risk. If the accumulation value is more than
     the initial stated amount, the excess will be subtracted from each increase
     in the stated amount in the order made.


SURRENDER AND CASH SURRENDER VALUE
     While you are living and before the maturity date, you may request the
     surrender of this contract by notice to us. We will then pay you the cash
     surrender value, less any loans in effect. The contract will then end. The
     cash surrender value is the accumulation value less our surrender charge.
     If the surrender charge is greater than the accumulation value, the cash
     surrender value is zero.


SURRENDER CHARGE
     We will take a surrender charge on complete surrender, lapse, decrease in
     stated amount and certain partial surrenders. The surrender charge is the
     sum of the contingent deferred sales charge and the deferred underwriting
     charge.



- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 15

<PAGE>   17



CONTINGENT DEFERRED SALES CHARGE
     During the first 20 contract years or for 20 years after you increase your
     stated amount, this charge will apply. The charge is shown on page 6A.


DEFERRED UNDERWRITING CHARGE
     This charge applies during the first 8 contract years and for 8 contract
     years after you increase your stated amount. The charge is equal to the
     deferred underwriting charge per thousand for your age at the time of issue
     or increase, as shown on page 6A.

     This charge decreases over the 8 year period according to the percentages
     on Page 6A.


SALES CHARGE REFUND
     Within 2 years of the issue date or for 2 contract years following an
     increase, you may receive a sales charge refund if you surrender your
     contract or it lapses. The amount of the refund will equal the contingent
     deferred sales charge taken from the contract less 1) 30% of premiums paid
     up to the guideline premium, and 2) 10% of premiums paid in excess of one
     guideline premium, but not more than 2 guideline premiums, and 3) 9% of
     premiums paid in excess of that amount.


SURRENDER CHARGE ON DECREASES
     If you decrease your stated amount, a portion of the surrender charge will
     be deducted from your accumulation value. This deduction is equal to the
     surrender charge attributable to the portion of stated amount being
     decreased. The surrender charge that remains will be the surrender charge
     that applies to the remaining stated amount.


PARTIAL SURRENDER
     After 2 years from the issue date, you may surrender part of your contract
     for cash while you are living and before the maturity date. You may not do
     this more than twice in any contract year. The amount of a partial
     surrender may not exceed: (1) the cash surrender value; less (2) loans in
     effect; less (3) enough to cover the next 2 monthly charges; and less (4)
     the partial surrender service fee which is the lesser of $25 or 2% of the
     amount surrendered. We will subtract the accumulation value taken by a
     partial surrender from each increase in the stated amount in the proportion
     of that increase to the total stated amount. The accumulation value is
     reduced by the amount of partial surrender. If you have Plan A, the stated
     amount is also reduced by the amount of partial surrender.

     No partial surrender will be made if it would reduce the stated amount to
     less than the minimum stated amount shown on page 3. We will charge a
     service fee of the lesser of $25 or 2% of the amount surrendered for each
     partial surrender. For the first 20 contract years and for 20 years after
     an increase takes effect, an added partial surrender charge will also be
     made on the amount of partial surrenders in a contract year that is more
     than 10% of the cash surrender value as of the end of the last prior
     contract year. This added partial surrender charge will equal a partial
     surrender ratio multiplied by the surrender charge. The partial surrender
     ratio equals: (1) the amount of partial surrender in excess of 10% of the
     cash surrender value as of the last prior contract year; divided by (2) the
     cash surrender value. The surrender charge will be reduced by the added
     partial surrender charge.


DEFERRAL OF PAYMENT ON SURRENDER, PARTIAL SURRENDERS AND LOANS
     We may defer the calculation and payment of accumulation values or benefits
     if: (1) the New York Stock Exchange is closed other than customary week-end
     and holiday closings, or trading on the New York Stock Exchange is
     restricted as determined by the Securities and Exchange Commission; (2) the
     Commission by order permits postponement for the protection of contract
     owners; or (3) an emergency exists, as determined by the Securities and
     Exchange Commission, as a result of which disposal of securities is not
     reasonably practicable or it is not reasonably practicable to determine the
     value of VAR's net assets.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 16
<PAGE>   18

     We can defer making a surrender, partial surrender, or loan from the
     general account for up to 6 months after we get your notice. If we defer
     for more than a month, the cash surrender value will bear interest at the
     rate of 4.5% per year. We cannot defer a loan to pay premiums on any
     contract issued by us.


PAID-UP TERM INSURANCE
     If you stop paying premiums, the contract can continue and operate as
     paid-up term insurance. The monthly charges for calculating the cost of
     paid-up term insurance will be the same as those as when premiums were
     being paid. The paid-up term period will run (a) for as long as the cash
     surrender value less loans will purchase term insurance protection or (b)
     until the maturity date, whichever is earlier. If the death benefit
     guarantee is in effect, the insurance will continue as long as this
     guarantee applies.


PAID-UP LIFE INSURANCE
     On any process day, you may use the cash surrender value less any loans in
     effect as a net single premium to purchase a paid-up endowment at age 100.
     The insurance will begin on that process day. The amount of insurance will
     be that which the cash surrender value less any loans in effect will buy as
     a net single premium at the insured's then attained age. This option may
     not be elected if the amount of paid-up insurance purchased would be less
     than $1,000. At any time after this option is elected the cash surrender
     value will be the amount of paid-up life insurance times the net single
     premium per dollar of paid-up life insurance at the then attained age of
     the insured. The net single premiums are based on the 1980 Commissioners'
     Standard Ordinary, Male or Female, Smoker or Nonsmoker mortality table age
     nearest birthday and 4% interest.

                                      LOANS

AVAILABILITY
     At any time after the first contract year, you may borrow up to the loan
     value of this contract by notice to us. Loans are made on the security of
     this contract assigned to us.


LOAN VALUE
     The loan value is the cash surrender value less the cost of insurance
     charges for your contract from the current date to the next policy
     anniversary. In no case will the loan value be less than 75% of the cash
     surrender value.


LOAN COLLATERAL
     Accumulation value equal to the amount of the policy loan will be taken
     from the general account and each subaccount. The allocation will be in
     proportion to the accumulation value in each subaccount and the general
     account. This value will be held in the general account as loan collateral
     and will earn interest at an effective rate not less than 4% per year. We
     may credit a higher rate.


INTEREST
     Interest is charged on loans at 7.4% per year in advance. When a loan is
     made, we will include the interest then due in the amount of the loan. If
     you do not pay the interest in cash, we will transfer enough value from the
     general account and each subaccount to cover the interest due. The
     allocation of the transfer will be in proportion to the accumulation value
     in each subaccount and the general account.


REPAYMENT
     You may pay back a loan at any time before we pay the contract proceeds.
     When a loan repayment is made, the loan collateral in the general account
     will be reduced by the amount of the repayment. The value of the repayment
     will be allocated first to the general account. After the general account
     is repaid, any additional repayment will be allocated to the general
     account and each subaccount using the same percentages used to allocate net
     premiums unless you give notice otherwise.

     Loans which have not yet been paid back will be repaid from death or
     maturity proceeds.

- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 17
<PAGE>   19

                                     CLAIMS

PAYMENT OF PROCEEDS
     Death proceeds will be paid within 30 days after we receive due proof of
     death of the insured. Proceeds are paid at our home office. Payment will be
     made in one sum unless an option is chosen. We may require that the
     contract be sent to us before proceeds are paid.

     Death proceeds include interest at the rate of at least 4.5% per year from
     the date of death to the date proceeds are paid or applied under an option.


MISSTATEMENT OF AGE OR SEX
     If your age or sex was misstated, the death proceeds will be 1.0032737
     times the sum of:

          (1)  the accumulation value; and

          (2)  the net amount at risk on the date of death multiplied by an age
               adjustment ratio.

     The age adjustment ratio is: (a) the cost of insurance charged on the
     process day nearest the date of death, divided by (b) the cost of insurance
     that should have been charged at your true age or sex. In no case will the
     adjusted proceeds be less than the accumulation value plus a percentage of
     the accumulation value which varies with your true attained age according
     to the table on page 12.

     If the misstatement is found before your death, we will charge from that
     time the cost of insurance for your true age and sex based on your original
     stated amount.


PROCEEDS PROTECTION
     No one may commute, assign or encumber the proceeds or cash surrender value
     unless this contract so provides. As far as allowed by law, no creditor may
     claim the proceeds.


INCONTESTABILITY
     We may not deny a claim for any amount of death proceeds due to a false
     statement made in your application for such amount of insurance if: (a) you
     live more than 2 years after such amount takes effect; and (b) the contract
     is in force at the time of your death. We may always contest for
     non-payment of premiums.


SUICIDE
     If you die by suicide, while sane or insane, or self destruction while
     insane we will not pay any stated amount or increase in stated amount which
     has been in effect for less than 2 years. If the suicide or self
     destruction is within the first 2 contract years, we will pay as death
     proceeds the cash surrender value or, if greater, the premiums you paid.
     After that, we will pay the death proceeds of any coverage which has been
     in effect for more than 2 years plus any premium applied to an increase
     which has been in effect for less than 2 years before the suicide or self
     destruction.


                            PROCEEDS PAYMENT OPTIONS

CHOICE OF OPTIONS
     BY OWNER. The choice or change of an option requires notice to us. If the
     owner is not the insured, the owner may choose or change an option while
     the insured is living or up to 60 days after the insured's death. If an
     option is chosen for death proceeds, the payee, or one of the payees, must
     be the beneficiary. A beneficiary change revokes any option chosen for the
     beneficiary.


- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 18

<PAGE>   20

     BY OTHERS. If you did not choose an option, the beneficiary may do so. An
     assignee may not choose or change an option. Proceeds to an assignee will
     be paid in one sum.

     Proceeds to be paid to a corporation may be applied under option 2 or 4
     with the corporation, the insured or the insured's spouse or child as
     payee. If we agree:

          (1)  anyone else related to the insured by blood or marriage may be
               the payee; or

          (2)  the corporation may also choose option 3 or 5 with any of these
               related persons as payee and with payments made to the
               corporation or to the payee.

     Proceeds to be paid to a partnership, association, trustee or estate may be
     paid under an option on the same basis as for a corporation.


MINIMUM AMOUNTS
     An option may not be used if proceeds are less than $5,000. Payment will
     then be made in one sum.

     If payments to a payee would be less than $25, we may pay less often so
     that each payment will be at least $25.


DESCRIPTION OF OPTIONS
     We will endorse this contract or issue a new contract or certificate to
     show the terms of any option. The option date is the date proceeds come due
     or a later date which you request and we approve. The life income options
     are based on the payee's sex and age. We may require proof of a payee's age
     and survival.


PROCEEDS AT INTEREST
     OPTION 1

     We will hold the proceeds at interest at the rate of at least 4.5% per
     year. You may choose to receive interest each year, or every 6 months, 3
     months or 1 month from the option date. Under the terms of this option, we
     may limit:

          (1)  the payee's right to withdraw the proceeds; and

          (2)  the length of time proceeds are to be held.

     Interest to be paid on each $1,000 held by us will be:



<TABLE>
<CAPTION>
  ANNUAL               SEMIANNUAL              QUARTERLY              MONTHLY
- ------------         ---------------          -------------         ------------
<S>                      <C>                     <C>                   <C>  
  $45.00                 $22.25                  $11.07                $3.67
</TABLE>



PAYMENTS FOR A CERTAIN PERIOD
     OPTION 2

     We will make equal payments for a stated number of years. Payments will be
     made, as you choose, each year, or every 6 months, 3 months or 1 month.
     Payment amounts are based on the option 2 table on page 5. The first
     payment is due on the option date. Under the terms of the option, we may
     limit the payee's right to withdraw the proceeds.



- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 19

<PAGE>   21
LIFE INCOME
     OPTION 3

     The first payment is due on the option date. Payment amounts are based on
     the option 3 table on page 5.

         NONREFUND. We will make payments in the same amount each month while
         the payee is living. No more payments are due after the payee's death.

         GUARANTEED PERIOD. We will make payments in the same amount each month
         for 5, 10 or 20 years, as you choose. After that, we will still make
         payments in the same amount each month for as long as the payee is
         living.

         INSTALLMENT REFUND. We will make payments in the same amount each month
         until the sum of all payments equals the proceeds applied under this
         option. After that, we will still pay each month for as long as the
         payee is living.


PAYMENTS OF A CERTAIN AMOUNT
     OPTION 4

     We will make payments in the same amount, as you choose, each year, or
     every 6 months, 3 months or 1 month until all the proceeds are paid. The
     amount of each payment will be as you have chosen and we have approved.
     Interest will be added to the proceeds at the rate of 4.5% per year on the
     unpaid balance. We may determine and announce a higher rate from time to
     time. The first payment is due on the option date. The last payment will
     equal the unpaid balance of proceeds. Under the terms of this option, we
     may limit the payee's right to withdraw the proceeds.


JOINT AND SURVIVOR LIFE INCOME
     OPTION 5

     These options are for 2 payees. The first payment is due on the option
     date. Payment amounts are based on the option 5 table on page 5.

         JOINT GUARANTEED PERIOD 10 YEARS. We will make payments in the same
         amount each month for 10 years. After that, we will still make payments
         in the same amount each month for as long as one of the payees is
         living.

         JOINT AND FULL. We will make payments in the same amount each month as
         long as one of the payees is living.

         JOINT AND 2/3. We will make full payments in the same amount each month
         for as long as both of the payees are living. After one payee's death,
         2/3 of that amount will still be paid each month for as long as the
         other payee is living.


ALTERNATE LIFE INCOME
     You may choose other income amounts for options 3 and 5 in place of those
     shown on page 5. Such amounts will be based on rates at least as liberal as
     the rates we charge as of the option date for a single premium immediate
     annuity of the same kind.


DEATH OF PAYEE
     If all payees have died, we will make one final payment to the estate of
     the last surviving payee for any amount then due.

     For option 1 or 4, the amount then due will be any balance held by us. For
     option 2, 3 or 5, the amount then due will be the present value of unpaid
     guaranteed payments commuted at the rate of 4.5% per year. We will specify
     the commutation rate when you choose the alternate life income for option 3
     or 5.


- --------------------------------------------------------------------------------
                    OHIO NATIONAL LIFE ASSURANCE CORPORATION             PAGE 20

<PAGE>   1
                                  EXHIBIT (10)



                VARIABLE LIFE INSURANCE APPLICATION SUPPLEMENT:
                             SUITABILITY INFORMATION
<PAGE>   2

                    OHIO NATIONAL LIFE ASSURANCE CORPORATION
     VARIABLE LIFE INSURANCE APPLICATION SUPPLEMENT: SUITABILITY INFORMATION

    Registered representatives are required to make inquiries and provide
    information relating to the financial condition and retirement plans of the
    purchasers of variable life contracts. Applicants are urged to supply such
    information which, used with the insurance application, will allow the
    registered representative to make an informed judgment as to the suitability
    for a particular purchaser of variable life insurance. However, applicants
    are not required to divulge such item or information. If the applicant
    chooses not to do so, the registered representative must complete the
    following items to the best of their knowledge. IF THE APPLICANT IS NOT THE
    INSURED, QUESTIONS APPLY TO THE OWNER.

1.  Insured's Name ____________________________________
    Date of Birth _____________________________________
    (Owner's name and date of birth if not the Insured):
    Owner's Name ______________________________________
     Date of Birth  ___________________________________

2.  Family members and/or dependents or Owner.
    Name          Relationship         Date of Birth
    ________________________________________________
    ________________________________________________
    ________________________________________________
    ________________________________________________

3.  Spouse employed?
       [ ] Yes       [ ] No            Income $ ______________

4.  Insured's Occupation:


5.  Name and Address of Owner's Employer:


6.  Is owner or Insured employed by or associated with member
    of the NASD?    [ ] Yes        [ ] No

7. Owner's annual income
    a.  From employment $________________
    b.  From other sources $________________


8.  Source of premium payment(s): (Check one or more)
    [ ] Current income               [ ] Employer
    [ ] Cash savings                 [ ] Relative
    [ ] Securities presently held
    [ ] Insurance or annuities cash values
    [ ] Insurability or annuity value or death benefit
    [ ] Sale of personal property or real estate
    [ ] Other ___________________________

 9.  Approximate net worth of Owner?
     a.  Liquid  ___________________________
     b.  Illiquid  ____________________________

 10.  Marginal tax bracket:
        [ ] 15%    [ ] 28%     [ ] 31%    [ ] 36%    [ ] 39.6%

 11.  [ ]Applicant chooses not to divulge suitability information;
         any items shown above have been estimated by the
         registered representative.

12.  Telephone Transfers are authorized as described in the
     prospectus:
      [ ]No       [ ]Yes         Owner's Initials

13  Registered representative's name
     _________________________________


                     OSJ SUITABILITY APPROVAL

  ________________________            Date _________________
  Principal



1.  I have received the current prospectus for the Vari-Vest V Variable Life
    Insurance contract;

2.  I have received a policy illustration demonstrating hypothetical results
    based on anticipated premium payments and death benefits for Insured's age,
    sex and underwriting class;

3.  I UNDERSTAND THAT THE DEATH BENEFIT (EXCEPT SUPPLEMENTARY BENEFITS) MAY
    INCREASE OR DECREASE DEPENDING ON THE CONTRACT'S INVESTMENT RETURN;

4.  I UNDERSTAND THAT THE CASH VALUES MAY INCREASE OR DECREASE DEPENDING ON THE
    CONTRACT'S INVESTMENT RETURN AND THAT THERE IS NO GUARANTEED MINIMUM CASH
    VALUE;

5.  I understand that any illustration of past historical investment returns is
    not an indication of future investment performance.

6.  I believe that this contract will meet my insurance needs and financial
    objectives; and

7.  Net premium payments (as described in the prospectus) should be allocated to
    the General Account and/or the Subaccounts or portfolios as follows:

<TABLE>
<CAPTION>
                            ALLOCATION OF NET PREMIUM
 Allocation Split among Subaccounts (Each must be a whole percent and total should be 100%)

<S>                                              <C>                                             <C>
___________ % Fixed (General Account)             ___________ % International                     ___________ Core Growth

___________ % Equity                              ___________ % Capital Appreciation              ___________ Growth & Income

___________ % Bond                                ___________ % Small Cap                         ___________ S&P 500 Index

___________ % Omni                                ___________ % Global Contrarian                 ___________ Social Awareness

___________ % Money Market                        ___________ % Aggressive Growth                 ___________ Emerging Markets


____________________     ______________________________________________    ________________________________________________________
       Date                  Signature of Registered Representative          Signature of Applicant (Owner if other than Insured)
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 1
   <NAME> EQUITY
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       12,485,721
<INVESTMENTS-AT-VALUE>                      16,037,147
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              16,037,147
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          756,738
<SHARES-COMMON-PRIOR>                          646,804
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                16,037,147
<DIVIDEND-INCOME>                              377,916
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  99,621
<NET-INVESTMENT-INCOME>                        278,295
<REALIZED-GAINS-CURRENT>                       137,099
<APPREC-INCREASE-CURRENT>                    2,656,620
<NET-CHANGE-FROM-OPS>                        3,072,014
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,822,344
<NUMBER-OF-SHARES-REDEEMED>                  2,714,243
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 2
   <NAME> MONEY MARKET
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          671,215
<INVESTMENTS-AT-VALUE>                         671,215
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 671,215
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           44,137
<SHARES-COMMON-PRIOR>                           33,568
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   671,215
<DIVIDEND-INCOME>                               24,454
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   3,384
<NET-INVESTMENT-INCOME>                         21,070
<REALIZED-GAINS-CURRENT>                           140
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           21,210
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,227,902
<NUMBER-OF-SHARES-REDEEMED>                  3,064,865
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 3
   <NAME> BOND
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          501,079
<INVESTMENTS-AT-VALUE>                         526,383
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 526,383
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           29,429
<SHARES-COMMON-PRIOR>                           19,120
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   526,383
<DIVIDEND-INCOME>                               19,903
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,892
<NET-INVESTMENT-INCOME>                         17,011
<REALIZED-GAINS-CURRENT>                           (78)
<APPREC-INCREASE-CURRENT>                       44,832
<NET-CHANGE-FROM-OPS>                           61,765
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        254,991
<NUMBER-OF-SHARES-REDEEMED>                     80,177
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 4
   <NAME> OMNI
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        4,290,181
<INVESTMENTS-AT-VALUE>                       5,159,728
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               5,159,728
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          256,617
<SHARES-COMMON-PRIOR>                          218,865
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 5,159,728
<DIVIDEND-INCOME>                              122,957
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  33,258
<NET-INVESTMENT-INCOME>                         89,699
<REALIZED-GAINS-CURRENT>                        31,864
<APPREC-INCREASE-CURRENT>                      725,434
<NET-CHANGE-FROM-OPS>                          846,997
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,463,740
<NUMBER-OF-SHARES-REDEEMED>                    762,914
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 5
   <NAME> INTERNATIONAL
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        7,409,670
<INVESTMENTS-AT-VALUE>                       8,125,877
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               8,125,877
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          547,590
<SHARES-COMMON-PRIOR>                          380,276
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 8,125,877
<DIVIDEND-INCOME>                              214,290
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  49,434
<NET-INVESTMENT-INCOME>                        164,856
<REALIZED-GAINS-CURRENT>                        26,863
<APPREC-INCREASE-CURRENT>                      540,676
<NET-CHANGE-FROM-OPS>                          712,395
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,025,641
<NUMBER-OF-SHARES-REDEEMED>                  1,703,701
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 6
   <NAME> CAPITAL APPRECIATION
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        1,145,915
<INVESTMENTS-AT-VALUE>                       1,238,994
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,238,994
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          102,314
<SHARES-COMMON-PRIOR>                           18,468
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 1,238,994
<DIVIDEND-INCOME>                               18,585
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   4,732
<NET-INVESTMENT-INCOME>                         13,853
<REALIZED-GAINS-CURRENT>                         2,645
<APPREC-INCREASE-CURRENT>                       94,813
<NET-CHANGE-FROM-OPS>                          111,311
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,119,488
<NUMBER-OF-SHARES-REDEEMED>                    175,561
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 7
   <NAME> SMALL CAP
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        1,462,913
<INVESTMENTS-AT-VALUE>                       1,674,007
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               1,674,007
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          123,222
<SHARES-COMMON-PRIOR>                           28,313
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 1,674,007
<DIVIDEND-INCOME>                                2,690
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,411
<NET-INVESTMENT-INCOME>                         (3,721)
<REALIZED-GAINS-CURRENT>                        13,224
<APPREC-INCREASE-CURRENT>                      208,534
<NET-CHANGE-FROM-OPS>                          218,037
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,419,588
<NUMBER-OF-SHARES-REDEEMED>                    254,970
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 8
   <NAME> GLOBAL CONTRARIAN
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          226,889
<INVESTMENTS-AT-VALUE>                         232,012
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 232,012
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           21,427
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   232,012
<DIVIDEND-INCOME>                                  523
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     540
<NET-INVESTMENT-INCOME>                            (17)
<REALIZED-GAINS-CURRENT>                         1,419
<APPREC-INCREASE-CURRENT>                        5,122
<NET-CHANGE-FROM-OPS>                            6,524
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        289,570
<NUMBER-OF-SHARES-REDEEMED>                     64,082
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000770291
<NAME> OHIO NATIONAL VARIABLE ACCOUNT R
<SERIES>
   <NUMBER> 9
   <NAME> AGGRESSIVE GROWTH
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          426,613
<INVESTMENTS-AT-VALUE>                         442,081
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 442,081
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           35,019
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   442,081
<DIVIDEND-INCOME>                               12,789
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     897
<NET-INVESTMENT-INCOME>                         11,892
<REALIZED-GAINS-CURRENT>                         5,130
<APPREC-INCREASE-CURRENT>                       15,468
<NET-CHANGE-FROM-OPS>                           32,490
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        477,618
<NUMBER-OF-SHARES-REDEEMED>                     68,027
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 7
<CIK> 0000770291
<NAME> OHIO NATIONAL LIFE ASSURANCE CORP.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<DEBT-HELD-FOR-SALE>                           442,819
<DEBT-CARRYING-VALUE>                           45,461
<DEBT-MARKET-VALUE>                             52,597
<EQUITIES>                                           0
<MORTGAGE>                                     161,095
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 694,673
<CASH>                                           3,543
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          92,413
<TOTAL-ASSETS>                                 909,347
<POLICY-LOSSES>                                695,405
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                            2,192
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                         9,600
<OTHER-SE>                                     133,299
<TOTAL-LIABILITY-AND-EQUITY>                   909,347
                                      45,753
<INVESTMENT-INCOME>                             51,052
<INVESTMENT-GAINS>                             (1,882)
<OTHER-INCOME>                                   4,648
<BENEFITS>                                      56,549
<UNDERWRITING-AMORTIZATION>                      8,011
<UNDERWRITING-OTHER>                            12,642
<INCOME-PRETAX>                                 22,369
<INCOME-TAX>                                     7,602
<INCOME-CONTINUING>                             14,767
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                       53,845
<NET-INCOME>                                    68,612
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                              56,549
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                695,405
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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