NATIONWIDE VLI SEPARATE ACCOUNT
485BPOS, 1995-06-27
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<PAGE>   1
                                                       Registration No. 33-35698

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

                             REGISTRATION STATEMENT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



   
                         POST-EFFECTIVE AMENDMENT NO. 6
    
                                  TO FORM S-6
              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
         SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2


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


                        NATIONWIDE VLI SEPARATE ACCOUNT
                             (Exact Name of Trust)


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


                       NATIONWIDE LIFE INSURANCE COMPANY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43216
              (Exact Name and Address of Depositor and Registrant)

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

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

This Post-Effective Amendment amends the Registration Statement in respect to
the Prospectus and the Financial Statements.

[ ] immediately upon filing pursuant to paragraph (b)
[X] on July 1, 1995 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i) of rule (485)
[ ] this post-effective amendment designates a new effective date for a
    previously filed post-effective

The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Paragraph (a) (3) thereof, a non-refundable
fee in the amount of $500.00 has been paid to the Commission. Registrant filed
its Rule 24f-2 Notice for the fiscal year ended December 31, 1994, on February
22, 1995.

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


                                    1 of 84
                                                                        
<PAGE>   2



                       CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

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

<TABLE>
<CAPTION>
N-8B-2 ITEM                                                                       CAPTION IN PROSPECTUS
- -----------                                                                       ---------------------
<S>                                                                             <C>
45..............................................................................Not Applicable
46..............................................................................How The Cash Value Varies
47..............................................................................Not Applicable
48..............................................................................Custodian of Assets
49..............................................................................Not Applicable
50..............................................................................Not Applicable
51..............................................................................Summary of The Policies;
                                                                                Information About The Policies
52..............................................................................Substitution of Securities
53..............................................................................Taxation of The Company
54..............................................................................Not Applicable
55..............................................................................Not Applicable
56..............................................................................Not Applicable
57..............................................................................Not Applicable
58..............................................................................Not Applicable
59..............................................................................Financial Statements
</TABLE>


<PAGE>   4

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

               MULTIPLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
                ISSUED BY THE NATIONWIDE LIFE INSURANCE COMPANY
                  THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT

The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies"). The Policies
are designed to provide life insurance coverage on the Insured named in the
Policy. The Policies may also provide a Cash Surrender Value if the Policy is
terminated during the lifetime of the Insured. The death benefit and Cash Value
of the Policies may vary to reflect the experience of the Nationwide VLI
Separate Account (the "Variable Account") or the Fixed Account to which Cash
Values are allocated.

The Policies described in this prospectus, meet the definition of life
insurance contracts under Section 7702 of the Internal Revenue Code. The
Policies are designed to generally require the payment of the Guideline Single
Premium in five annual installments for death benefit Option 1 and five or more
annual Guideline Level Premiums under death benefit Option 2.

The Policy Owner may allocate Net Premiums and Cash Value to one or more of the
sub-accounts of the Variable Account and the Fixed Account. The assets of each
sub-account will be used to purchase, at net asset value, shares of a
designated underlying Mutual Fund of the following series of the underlying
Variable Account underlying Mutual Fund options:

                    AMERICAN CAPITAL LIFE INVESTMENT TRUST:

                    -American Capital Common Stock Portfolio

             -American Capital Domestic Strategic Income Portfolio

   
                  -American Capital Emerging Growth Portfolio

                   -American Capital Global Equity Portfolio
    

                     -American Capital Government Portfolio

                    -American Capital Money Market Portfolio

                 -American Capital Multiple Strategy Portfolio

   
               -American Capital Real Estate Securities Portfolio
    


Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy Data Pages as long as the Policy is in force. There is no guaranteed
Cash Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value. Also, during the
first five Policy Years, the total premium payments less any existing Policy
Indebtedness must be greater than or equal to the Minimum Premium requirement
in order for the Policy to continue in force.
   
This prospectus generally describes only that portion of the Cash Value
allocated to the Variable Account. For a brief summary of the Fixed Account
Option, see "The Fixed Account Option."
    
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

   
                  The date of this Prospectus is July 1, 1995.
    

VLO-334-C


                                       1
<PAGE>   5

                               GLOSSARY OF TERMS

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

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

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

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

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

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

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

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

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

GUIDELINE LEVEL PREMIUM- The amount of level annual premium calculated in
accordance with the provisions of the Internal Revenue Code of 1986. It
represents the level annual premiums required to mature the Policy under
guaranteed mortality and expense charges, and an interest rate of 4%.

GUIDELINE SINGLE PREMIUM- The amount of single premium calculated in accordance
with the provisions of the Internal Revenue Code of 1986. It represents the
single premium required to mature the Policy under guaranteed mortality and
expense charges, and an interest rate of 6%.

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

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

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

MATURITY DATE- The Policy Anniversary on or following the Insured's 95th
birthday.

MINIMUM PREMIUM- The Minimum Premium is shown on the Policy Data Page. It is
used to measure the total amount that must be paid during the first five Policy
Years to continue the Policy in force.

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

MUTUAL FUNDS- The underlying Mutual Funds which correspond to the sub-accounts
of the Variable Account.

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

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

POLICY CHARGES- All deductions made from the value of the Variable Account, or
the Policy Cash Value.

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

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

POLICY OWNER- The person designated in the Policy application as the Owner. In
the State of New York, the variable life insurance Policies offered by the
Company are offered as "Certificates" for "Certificate Owners" under a group
contract rather than individual Policies. The provisions of both these
Certificates and the Policies are essentially the same and references to the
provisions of Policies and rights of Policy Owners in this prospectus include
Certificates and Certificate Owners.

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

SCHEDULED PREMIUM- The Scheduled Premium is shown on the Policy Data Page. It
is used to calculate the initial specified amount.

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


                                       2
<PAGE>   6

SURRENDER CHARGE- An amount deducted from the Cash Value if the Policy is
surrendered.

UNSCHEDULED PREMIUM- Additional premium payments which may be allowed under
certain conditions.

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

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

VARIABLE ACCOUNT- A separate investment account of the Nationwide Life
Insurance Company.


                                       3
<PAGE>   7


                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                   <C>
GLOSSARY OF TERMS......................................................................................................2
SUMMARY OF THE POLICIES................................................................................................6
         Variable Life Insurance.......................................................................................6
         The Variable Account and its Sub-Accounts.....................................................................6
         The Fixed Account.............................................................................................6
         Deductions and Charges........................................................................................6
         Premiums......................................................................................................8
NATIONWIDE LIFE INSURANCE COMPANY......................................................................................8
THE VARIABLE ACCOUNT...................................................................................................8
         Investments of the Variable Account...........................................................................9
         American Capital Life Investment Trust........................................................................9
         Reinvestment.................................................................................................10
         Transfers....................................................................................................10
         Dollar Cost Averaging........................................................................................11
         Substitution of Securities...................................................................................11
         Voting Rights................................................................................................11
INFORMATION ABOUT THE POLICIES........................................................................................12
         Underwriting and Issuance....................................................................................12
         -Minimum Requirements for Issuance of a Policy...............................................................12
         -Premium Payments............................................................................................12
         Allocation of Cash Value.....................................................................................12
         Short-Term Right to Cancel Policy............................................................................13
POLICY CHARGES........................................................................................................13
         Deductions from Premiums.....................................................................................13
         Surrender Charges............................................................................................13
         -Reductions to Surrender Charges.............................................................................14
         Deductions from Cash Value...................................................................................14
         -Monthly Cost of Insurance...................................................................................14
         -Monthly Administrative Charge...............................................................................15
         Deductions from the Sub-Accounts.............................................................................15
HOW THE CASH VALUE VARIES.............................................................................................15
         How the Investment Experience is Determined..................................................................15
         Net Investment Factor........................................................................................15
         Valuation of Assets..........................................................................................16
         Determining The Cash Value...................................................................................16
         Valuation Periods and Valuation Dates........................................................................16
SURRENDERING THE POLICY FOR CASH......................................................................................16
         Right to Surrender...........................................................................................16
         Cash Surrender Value.........................................................................................16
         Partial Surrenders...........................................................................................16
         Maturity Proceeds............................................................................................17
         Income Tax Withholding.......................................................................................17
POLICY LOANS..........................................................................................................17
         Taking a Policy Loan.........................................................................................17
         Effect on Investment Performance.............................................................................17
         Interest.....................................................................................................17
         Effect on Death Benefit and Cash Value.......................................................................18
         Repayment....................................................................................................18
HOW THE DEATH BENEFIT VARIES..........................................................................................18
         Calculation of the Death Benefit.............................................................................18
         Proceeds Payable on Death....................................................................................19
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY..........................................................................19
CHANGES OF INVESTMENT POLICY..........................................................................................19
GRACE PERIOD..........................................................................................................20
         -First Five Policy Years.....................................................................................20
         -Policy Years Six and After..................................................................................20
         -All Policy Years............................................................................................20
REINSTATEMENT.........................................................................................................20
THE FIXED ACCOUNT OPTION..............................................................................................20
CHANGES IN EXISTING INSURANCE COVERAGE................................................................................21
         Specified Amount Increases...................................................................................21
         Specified Amount Decreases...................................................................................21
         Changes in the Death Benefit Option..........................................................................21
OTHER POLICY PROVISIONS...............................................................................................22
         Policy Owner.................................................................................................22
</TABLE>


                                       4
<PAGE>   8

<TABLE>
<S>                                                                                                                   <C>
         Beneficiary..................................................................................................22
         Assignment...................................................................................................22
         Incontestability.............................................................................................22
         Error in Age or Sex..........................................................................................22
         Suicide......................................................................................................22
         Nonparticipating Policies....................................................................................23
LEGAL CONSIDERATIONS..................................................................................................23
DISTRIBUTION OF THE POLICIES..........................................................................................23
CUSTODIAN OF ASSETS...................................................................................................23
TAX MATTERS...........................................................................................................23
         Policy Proceeds..............................................................................................23
         Taxation of the Company......................................................................................24
         Other Considerations.........................................................................................24
THE COMPANY...........................................................................................................24
COMPANY MANAGEMENT....................................................................................................25
         Directors of the Company.....................................................................................25
         Executive Officers of the Company............................................................................26
OTHER CONTRACTS ISSUED BY THE COMPANY.................................................................................26
STATE REGULATION......................................................................................................26
REPORTS TO POLICY OWNERS..............................................................................................26
ADVERTISING...........................................................................................................27
LEGAL PROCEEDINGS.....................................................................................................27
EXPERTS...............................................................................................................27
REGISTRATION STATEMENT................................................................................................27
LEGAL OPINIONS........................................................................................................27
APPENDIX 1............................................................................................................28
APPENDIX 2............................................................................................................29
ILLUSTRATIONS OF CASH VALUES, CASH SURRENDER VALUES AND DEATH BENEFITS................................................30
FINANCIAL STATEMENTS..................................................................................................46
</TABLE>

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


                                       5
<PAGE>   9

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

                            SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

The variable life insurance Policies offered by Nationwide Life Insurance
Company (the "Company") are similar in many ways to fixed-benefit whole life
insurance. As with fixed-benefit whole life insurance, the Owner of the Policy
pays a premium for life insurance coverage on the person insured. Also like
fixed-benefit whole life insurance, the Policies may provide for a Cash
Surrender Value which is payable if the Policy is terminated during the
Insured's lifetime. As with fixed-benefit whole life insurance, the Cash
Surrender Value during the early Policy years may be substantially lower than
the premiums paid.

However, the Policies differ from fixed-benefit whole life insurance in several
respects. Unlike fixed-benefit whole life insurance, the death benefit and Cash
Value of the Policies may increase or decrease to reflect the investment
performance of the Variable Account sub-accounts or the Fixed Account to which
Cash Values are allocated (see "How the Death Benefit Varies"). There is no
guaranteed Cash Surrender Value (see "How the Cash Value Varies"). If the Cash
Surrender Value is insufficient to pay the Policy Charges, the Policy will
lapse without value. Also, during the first five Policy Years, the total
premium payments less any existing Policy Indebtedness must be greater than or
equal to the Minimum Premium requirement in order for the Policy to continue in
force. The Policies are designed to generally permit the payment of the
Guideline Single Premium in five annual installments for death benefit Option 1
and five annual Guideline Level Premiums under death benefit Option 2.

The Policies are designed to avoid classification as modified endowment
contracts under Section 7702A of the Internal Revenue Code (the "Code"), which
provides for taxation of surrenders, partial surrenders, loans, collateral
assignments and other pre-death distributions in the same way as annuities are
taxed. Under certain conditions, a Policy may become a modified endowment
contract as a result of a material change or a reduction in benefits as defined
by the Code. Excess premiums paid may also cause the Policy to become a
modified endowment contract. The Company will monitor premiums paid and other
policy transactions and will notify the Policy Owner when the Policy's
non-modified endowment contract status is in jeopardy (see "Tax Matters").

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner chooses the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). At present, there are
five sub-accounts. Assets of each sub-account are invested at net asset value
in shares of a corresponding underlying Mutual Fund option. For a description
of the underlying Mutual Fund options and their investment objectives, see
"Investments of the Variable Account".

THE FIXED ACCOUNT

The Fixed Account is funded by the assets of the Company's General Account.
Cash Values allocated to the Fixed Account are credited with interest daily at
a rate declared by the Company. The interest rate declared is at the Company's
sole discretion, but may never be less than an effective annual rate of 4%.

DEDUCTIONS AND CHARGES

The Company deducts certain charges from the assets of the Variable Account and
the Cash Value of the Policy. These charges are made for administrative and
sales expenses, state premium taxes, providing life insurance protection and
assuming the Mortality and Expense Risks. For a discussion of any charges
imposed by the underlying Mutual Fund options, see the prospectuses of the
respective underlying Mutual Fund options.

The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment. (The Company may reduce this sales loading
at its sole discretion.) The total sales load actually deducted from any Policy
will be equal to the sum of the 3.5% front-end sales load plus any sales
surrender charge that may be deducted from Policies that are surrendered.

The Company also deducts a charge for state premium taxes equal to 2.5% of all
premium payments.

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


                                       6
<PAGE>   10
       1.     monthly cost of insurance; plus

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

       3.     current administrative expense charge of $5. This charge may be
              increased at the sole discretion of the Company but may not
              exceed $7.50.

The Company also deducts on a daily basis from the assets of the Variable
Account a charge to provide for Mortality and Expense Risks. This charge is
equal on an annual basis to 0.80% of the Variable Account assets.

For Policies which are surrendered during the first nine Policy Years, the
Company deducts a Surrender Charge. This Surrender Charge is comprised of an
Underwriting Surrender Charge and a Sales Surrender Charge. The initial
Surrender Charge varies by issue age, sex and underwriting classification and
is calculated based on the initial Specified Amount. The following table
illustrates the initial Surrender Charge per $1,000 of initial Specified Amount
for Policies which are issued on a Standard basis (see Appendix 1 for specific
examples). Special guaranteed maximum Surrender Charges apply in Pennsylvania
(see Appendix 1).

<TABLE>
<CAPTION>
      Issue               Male                Female                Male                Female
       Age            Non-Tobacco           Non-Tobacco           Standard             Standard
       ---            -----------           -----------           --------             --------
       <S>              <C>                   <C>                  <C>                  <C>    
       25               $ 5.878               $ 5.537              $ 6.680              $ 5.945
       35                 7.260                 6.712                8.559                7.373
       45                11.159                10.160               13.244               11.151
       55                15.275                13.375               18.373               14.686
       65                23.821                20.553               27.943               22.165
</TABLE>        

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

UNDERLYING MUTUAL FUND ANNUAL EXPENSES
<TABLE>
     <S>                                                                                                 <C>
     Common Stock Portfolio
       Management Fees ..............................................................................    0.42 %   
       Other Expenses................................................................................    0.18 %   
         Total Mutual Fund Expenses..................................................................    0.60 %   
     Domestic Strategic Income Portfolio                                                                          
       Management Fees...............................................................................    0.15 %   
       Other Expenses................................................................................    0.45 %   
         Total Mutual Fund Expenses..................................................................    0.60 %   
   
     Emerging Growth Portfolio                                                                                    
       Management Fees...............................................................................    0.70 %   
       Other Expenses................................................................................    0.00 %   
         Total Mutual Fund Expenses..................................................................    0.70 %   
     Global Equity Portfolio                                                                                      
       Management Fees...............................................................................    1.00 %   
       Other Expenses................................................................................    0.00 %   
         Total Mutual Fund Expenses..................................................................    1.00 %   
    
     Government Portfolio                                                                                         
       Management Fees...............................................................................    0.40 %   
       Other Expenses................................................................................    0.20 %   
         Total Mutual Fund Expenses..................................................................    0.60 %   
     Money Market Portfolio                                                                                       
       Management Fees...............................................................................    0.23 %   
       Other Expenses................................................................................    0.37 %   
         Total Mutual Fund Expenses..................................................................    0.60 %   
     Multiple Strategy Portfolio                                                                                  
       Management Fees ..............................................................................    0.38 %   
       Other Expenses................................................................................    0.22 %   
          Total Mutual Fund Expenses.................................................................    0.60 %   
   
     Real Estate Securities Portfolio                                                                             
       Management Fees...............................................................................    1.00 %   
       Other Expenses................................................................................    0.00 %   
         Total Mutual Fund Expenses..................................................................    1.00 %   
    
</TABLE>  
                                       7
<PAGE>   11

The underlying Mutual Fund expenses shown above are assessed at the underlying
Mutual Fund level and are not direct charges against the Variable Account or
reductions in Cash Value. These underlying Mutual Fund expenses are taken into
consideration in computing each underlying Mutual Fund's net asset value, which
is the share price used to calculate the Variable Account's unit value. The
management fees and other expenses are more fully described in the prospectuses
for each individual underlying Mutual Fund option.

PREMIUMS

The minimum Initial Premium for which a Policy may be issued is $2,000. A
Policy may be issued to an Insured up to age 75.

For a limited time, the Policy Owner has a right to cancel the Policy and
receive a full refund of premiums paid (see "Short Term Right to Cancel
Policy").

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

Premiums, other than the Initial Premium may be made at any time while your
Policy is in force subject to the limits described below. During the first five
Policy Years, the total premium payments less any Policy Indebtedness must be
greater than or equal to the Minimum Premium in order for the Policy to
continue in force. The Minimum Premium is equal to the monthly Minimum Premium
multiplied by the number of completed policy months. The monthly Minimum
Premium is shown on the Policy data page.

We will send Scheduled Premium payment reminder notices to you. We will send
them according to the premium mode shown on the Policy data page.

You may pay the Initial Premium to us at our home office or to an authorized
agent. All premiums after the first are payable at our home office. Premium
receipts will be furnished upon request.

Each premium must be at least equal to the monthly Minimum Premium. The Company
reserves the right to require satisfactory evidence of insurability before
accepting any additional premium payment which results in any increase in the
net amount at risk. Also, we will refund any portion of any premium payment
which is determined to be in excess of the premium limit established by law to
qualify your Policy as a contract for life insurance. We may also require that
any existing Policy Indebtedness is repaid prior to accepting any additional
premium payments.

                       NATIONWIDE LIFE INSURANCE COMPANY

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

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

                              THE VARIABLE ACCOUNT

The Variable Account was established by a resolution of the Company's Board of
Directors, on August 8, 1984, pursuant to the provisions of Ohio law. The
Company has caused the Variable Account to be registered with the Securities
and Exchange Commission as a unit investment trust pursuant to the provisions
of the Investment Company Act of 1940. Such registration does not involve
supervision of the management of the Variable Account or the Company by the
Securities and Exchange Commission.

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

Net Premium payments and Cash Value are allocated within the Variable Account
among one or more sub-accounts (see "Tax Matters"). The assets of each
sub-account are used to purchase shares of the underlying


                                       8
<PAGE>   12

Mutual Funds designated by the Policy Owner. Thus, the investment performance
of a Policy depends upon the investment performance of the underlying Mutual
Funds designated by the Policy Owner.

INVESTMENTS OF THE VARIABLE ACCOUNT

At the time of application, the Policy Owner elects to have the Net Premiums
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account (see "Allocation of Cash Value"). During the period in which the Policy
Owner may exercise his or her short-term right to cancel the Policy, all Net
Premiums not allocated to the Fixed Account are placed in the American Capital
Life Investment Trust Money Market Portfolio. At the end of this period, the
Cash Value in that sub-account will be transferred to the Variable Account
sub-accounts based on the underlying Mutual Fund allocation factors. Any
subsequent Net Premiums received after this period will be allocated based on
the underlying Mutual Fund allocation factors.

No less than 5% of Net Premiums may be allocated to any one sub-account or the
Fixed Account. The Policy Owner may change the allocation of Net Premiums or
may transfer Cash Value from one sub-account to another, subject to such terms
and conditions as may be imposed by each underlying Mutual Fund option and as
set forth in this prospectus (see "Transfers", and "Allocation of Cash Value",
and "Short-Term Right to Cancel Policy").

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

Each of the underlying Mutual Fund options receives investment advice from
American Capital Asset Management, Inc. (the "Advisor"), which is paid fees for
its services by the underlying Mutual Funds. A summary of investment objectives
is contained in the description of each underlying Mutual Fund below. More
detailed information may be found in the current prospectus for each underlying
Mutual Fund option. A prospectus for the underlying Mutual Fund option(s) being
considered must accompany this prospectus and should be read in conjunction
herewith.

   
AMERICAN CAPITAL LIFE INVESTMENT TRUST
    

   
       The American Capital Life Investment Trust is an open-end diversified
management investment company organized as a Massachusetts business trust on
June 3, 1985. The Trust offers shares in separate portfolios which are sold
only to insurance companies to provide funding for variable life insurance
policies and variable annuity contracts. Van Kampen American Capital Asset
Management, Inc. serves as the Portfolio's investment adviser.
    

       COMMON STOCK PORTFOLIO

       The investment objective of this Fund is to seek capital appreciation by
       investing in securities believed by the Advisor to have above average
       potential for capital appreciation. Any income received on such
       securities is incidental to the objective of capital appreciation.

       DOMESTIC STRATEGIC INCOME PORTFOLIO

       The investment objective of this Fund is to seek current income as its
       primary objective. Capital appreciation is a secondary objective. The
       Portfolio attempts to achieve these objectives through investment
       primarily in a diversified portfolio of fixed-income securities. The
       Portfolio may invest in investment grade securities and lower rated and
       nonrated securities. Lower rated securities are regarded by the rating
       agencies as predominantly speculative with respect to the issuer's
       continuing ability to meet principal and interest payments.

   
       EMERGING GROWTH PORTFOLIO
    

   
       The investment objective of this Fund is to seek capital appreciation by
       investing in a portfolio of securities consisting principally of common
       stocks of small and medium sized companies considered by Van Kampen
       American Capital Asset Management, Inc. ("the Adviser"), to be emerging
       growth companies. Under normal market conditions, at least 65% of the
       Portfolio's total assets will be invested in common stocks of small and
       medium sized companies (less than $2 billion of market capitalization),
       both domestic and foreign. The Portfolio may invest up to 20% of its
       total assets in securities of foreign issuers. Additionally, the
       Portfolio may invest up to 15% of the value of its assets in restricted
       securities (i.e., securities which may not be sold without registration
       under the Securities Act of 1933) and in other securities not having
       readily available market quotations.
    


                                       9
<PAGE>   13

   
       GLOBAL EQUITY PORTFOLIO
    

   
       The investment objective of this Fund is to seek long term capital
       growth through investments in an internationally diversified portfolio
       of equity securities of companies of any nation including the United
       States. The Portfolio intends to be invested in equity securities of
       companies of at least three countries including the United States. Under
       normal market conditions, at least 65% of the Portfolio's total assets
       are so invested. Equity securities include common stocks, preferred
       stocks and warrants or options to acquire such securities.
    

       GOVERNMENT PORTFOLIO

       The investment objective of this Fund is to provide investors with a
       high current return consistent with preservation of capital. The
       Government Portfolio invests primarily in debt securities issued or
       guaranteed by the U.S. Government, its agencies or instrumentalities. In
       order to hedge against changes in interest rates, the Government
       Portfolio may also purchase or sell options and engage in transactions
       involving interest rate futures contracts and options on such contracts.

       MONEY MARKET PORTFOLIO

       The investment objective of this Fund is to seek as high a level of
       current income as is considered consistent with the preservation of
       capital and liquidity by investing primarily in money market
       instruments.

       MULTIPLE STRATEGY PORTFOLIO

       The investment objective of this Fund is to seek a high total investment
       return consistent with prudent risk through a fully managed investment
       policy utilizing equity, intermediate and long-term debt and money
       market securities. Total investment return consists of current income,
       including dividends, interest, and discount accruals, and capital
       appreciation. The Advisor may vary the composition of the portfolio from
       time to time based upon an evaluation of economic and market trends and
       the anticipated relative total return available from a particular type
       of security.

   
       REAL ESTATE SECURITIES PORTFOLIO
    

   
       The investment objective of this Fund is to seek long-term capital
       growth by investing in a portfolio of securities of companies operating
       in the real estate industry ("Real Estate Securities"). Current income
       is a secondary consideration. Real Estate Securities include equity
       securities, including common stocks and convertible securities, as well
       as non-convertible preferred stocks and debt securities of real estate
       industry companies. A "real estate industry company" is a company that
       derives at least 50% of its assets (marked to market), gross income or
       net profits from the ownership, construction, management or sale of
       residential, commercial or industrial real estate. Under normal market
       conditions, at least 65% of the Fund's total assets will be invested in
       Real Estate Securities, primarily equity securities of real estate
       investment trusts. The Fund may invest up to 25% of its total assets in
       securities issued by foreign issuers, some or all of which may also be
       Real Estate Securities. There can be no assurance that the Fund will
       achieve its investment objective.
    

REINVESTMENT

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

TRANSFERS

The Owner may request a transfer of up to 100% of the Cash Value from the
Variable Account to the Fixed Account. The Policy Owner's Cash Value in each
sub-account will be determined as of the date the transfer request is received
in the home office in good order. The Company reserves the right to restrict
transfers to the Fixed Account to 25% of the Cash Value.

The Policy Owner may annually transfer a portion of the value of the Fixed
Account to the Variable Account and a portion of the Variable Account to the
Fixed Account, without penalty or adjustment. The Company reserves the right to
limit the amount of Cash Value transferred out of the Fixed Account each Policy
Year. Transfers from the Fixed Account must be made within 30 days after the
termination date of the interest rate guarantee period.

Transfers among the sub-accounts may be made once per Valuation Date and may be
made either in writing or, in states allowing such transfers, by telephone. The
Company will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. Such procedures may include any or all
of the following, or such other procedures as the company may, from time to
time, deem reasonable: requesting


                                       10
<PAGE>   14

identifying information, such as name, contract number, Social Security number,
and/or personal identification number; tape recording all telephone
transactions; and providing written confirmation thereof to both the Policy
owner and any agent of record at the last address of record. Although failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. The Company may withdraw the telephone
exchange privilege upon 30 days' written notice to Policy Owners.

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

DOLLAR COST AVERAGING

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

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

SUBSTITUTION OF SECURITIES

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

VOTING RIGHTS

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

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

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

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

The Company will vote underlying Mutual Fund shares in accordance with
instructions received from the Policy Owners. Underlying Mutual Fund shares
held by the Company or by the Variable Account as to which no


                                       11
<PAGE>   15

timely instructions are received will be voted by the Company in the same
proportion as the voting instructions which are received.

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

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

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

The Policies are designed to generally permit the payment of the Guideline
Single Premium in five annual installments for death benefit Option 1 and five
annual Guideline Level Premiums under death benefit Option 2. At issue, the
Policy Owner selects a Scheduled Premium level. This Scheduled Premium is used
to determine the initial Specified Amount. The minimum Scheduled Premium is
$2,000. Policies may be issued to Insureds with issue ages 75 or younger.
Before issuing any Policy, the Company requires satisfactory evidence of
insurability which may include a medical examination.

- -Premium Payments

The Initial Premium for a Policy is payable in full at the Company's home
office. The effective date of insurance coverage is dependent upon completion
of all underwriting requirements, payment of the Initial Premium, and delivery
of the Policy while the Insured is still living.

Premiums, other than the Initial Premium, may be made at any time while the
Policy is in force subject to the limits described below. During the first 5
Policy Years, the total premium payments less any Policy Indebtedness must be
greater than or equal to the Minimum Premium requirement in order for the
Policy to continue in force. The Minimum Premium requirement is equal to the
monthly Minimum Premium multiplied by the number of completed policy months.
The monthly Minimum Premium is shown on the Policy data page.

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

ALLOCATION OF CASH VALUE

At the time a Policy is issued, its Cash Value will be based on the Money
Market Portfolio Sub-Account value or the Fixed Account as if the Policy had
been issued and the Initial Net Premium invested on the date such premium was
received in good order by the Company. When the Policy is issued, the Net
Premiums will be allocated to the Money Market Portfolio Sub-Account (for any
Net Premiums Allocated to a sub-account on the Application) until the
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy. Net Premiums not designated for the
Fixed Account will be placed in the Money Market Portfolio Sub-Account. At the
expiration of the period in which the Policy Owner may exercise his or her
short term right to cancel the Policy, shares of the underlying Mutual Funds
specified by the Policy Owner are purchased at net asset value for the
respective sub-account(s). The Policy Owner may change the allocation of Net
Premiums or may transfer Cash Value from one sub-account to another, subject to
such terms and conditions as may be imposed by each underlying Mutual Fund and
as set forth in the prospectus. Net


                                       12
<PAGE>   16

Premiums allocated to the Fixed Account at the time of application may not be
transferred prior to the first Policy Anniversary (see "Transfers", and
"Investments of the Variable Account").

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

SHORT-TERM RIGHT TO CANCEL POLICY

A Policy may be returned for cancellation and a full refund of premium within
10 days after the Policy is received, within 45 days after the application for
insurance is signed, or within 10 days after the Company mails or delivers a
Notice of Right of Withdrawal, whichever is latest. The Policy can be mailed or
delivered to the registered representative who sold it, or to the Company.
Immediately after such mailing or delivery, the Policy will be deemed void from
the beginning. The Company will refund the total premiums paid within seven
days after it receives the Policy.

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment. (The Company may reduce this sales loading
at its sole discretion.) The total sales load actually deducted from any Policy
will be equal to the sum of the 3.5% front-end sales load plus any sales
surrender charge that may be deducted from Policies that are surrendered.

The Company also pays any state premium taxes attributable to a particular
policy when incurred by the Company. The Company expects to pay an average
state premium tax rate of approximately 2.5% of premiums for all states,
although such tax rates generally can range from 0% to 4%. To reimburse the
Company for the payment of state premium taxes associated with the Policies,
the Company deducts a charge for state premium taxes equal to 2.5% of all
premium payments received. This charge may be more or less than the amount
actually assessed by the state in which a particular Policy Owner lives. The
company does not expect to make a profit from this charge.

SURRENDER CHARGES

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

<TABLE>
<CAPTION>
      Issue                Male                Female               Male                 Female
       Age             Non-Tobacco          Non-Tobacco           Standard              Standard
       ---             -----------          -----------           --------              --------
        <S>              <C>                  <C>                  <C>                  <C>    
        25               $ 5.878              $ 5.537              $ 6.680              $ 5.945
        35                 7.260                6.712                8.559                7.373
        45                11.159               10.160               13.244               11.151
        55                15.275               13.375               18.373               14.686
        65                23.821               20.553               27.943               22.165
</TABLE>                                       

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

<TABLE>
<CAPTION>
               Issue                       Charge per $1,000 of
                Age                      Initial Specified Amount
                ---                      ------------------------
               <S>                                <C>  
                0-39                              $3.50
               40-59                              $5.00
               60-75                              $6.50
</TABLE>                           

The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records. The Company does not expect to profit from the underwriting surrender
charges. The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies. Unrecovered expenses are born by the
company's general assets which may include profits, if any, from mortality and
expense risk charges (see "Deductions from the Sub-Accounts"). Additional
premiums and/or income earned on assets in the Variable Account or


                                       13
<PAGE>   17

partial surrenders have no effect on these charges. The remainder of the
Surrender Charge which is not attributable to the underwriting surrender charge
component represents the sales surrender charge component. The purpose of the
sales surrender charge is to reimburse the Company for some of the expenses
incurred in the distribution of the Policies. The company also deducts 3.5% of
each premium for sales load (see "Deductions from Premiums").

- -REDUCTIONS TO SURRENDER CHARGES

The Surrender Charges are reduced in subsequent Policy Years in the following
manner:

<TABLE>
<CAPTION>
                               Surrender Charge                                      Surrender Charge
         Completed             as a % of Initial             Completed              as a % of Initial
       Policy Years            Surrender Charges            Policy Years            Surrender Charges
       ------------            -----------------            ------------            -----------------
             <S>                     <C>                         <C>                      <C>
             0                       100%                        5                         85%
             1                       100%                        6                         80%
             2                       100%                        7                         75%
             3                        95%                        8                         50%
             4                        90%                        9+                         0%
</TABLE>

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

DEDUCTIONS FROM CASH VALUE

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

       1.     monthly cost of insurance charges; plus

       2.     monthly cost of any additional benefits provided by riders; plus

       3.     monthly administrative expense charge.

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

- -Monthly Cost of Insurance

The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the net amount at risk. The
net amount at risk is the difference between the death benefit and the Policy's
Cash Value, each calculated at the beginning of the policy month.

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

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

For Policies issued in Texas, guaranteed cost of insurance rates for
Standard-Simplified issues ("Special Class-Simplified" in Texas) are based on
130% of the 1980 Commissioners Standard Ordinary Mortality Table, Age Last
Birthday (1980 CSO).

The rates for Policies issued on a simplified or preferred basis will not
exceed the rates in the appropriate table. The cost of insurance rates per
$1,000 of net amount at risk is less for Policies issued on a preferred basis
as compared to a simplified basis.

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


                                       14
<PAGE>   18

- -Monthly Administrative Charge

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

To compensate the Company for assuming these risks associated with the
Policies, the Company deducts a daily Mortality and Expense Risk Charge from
the assets of the sub-accounts of the Variable Account. This charge is
equivalent to an annual effective rate of 0.80% of the daily net asset value of
the Variable Account. To the extent that future levels of mortality and
expenses are less than or equal to those expected, the Company may realize a
profit from this charge. The Surrender Charge may be insufficient to recover
certain expenses related to the sale of the Policies. Unrecovered expenses are
born by the Company's general assets which may include profits, if any, from
Mortality and Expense Risk Charges (see "Surrender Charges").

The Company does not currently assess any charge for income taxes incurred by
the Company as a result of the operations of the sub-accounts of the Variable
Account (see "Taxation of the Company"). The Company reserves the right to
assess a charge for such taxes against the Variable Account if the Company
determines that such taxes will be incurred.

                           HOW THE CASH VALUE VARIES

On any date during the Policy Year, the Cash Value equals the Cash Value on the
preceding Valuation Date, plus any Net Premiums applied since the previous
Valuation Date, minus any partial surrenders, plus or minus any investment
results, and less any Policy Charges.

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

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

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

NET INVESTMENT FACTOR

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

(a)    is the net of:

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

      (2)    the per share amount of any dividend or capital gain distributions
             made by the underlying Mutual Fund held in the sub-account if the
             "ex-dividend" date occurs during the current Valuation Period.

(b)    is the net asset value per share of the underlying Mutual Fund held in
       the sub-account determined at the end of the immediately preceding
       Valuation Period.


                                       15
<PAGE>   19

(c)    is a factor representing the daily Mortality and Expense Risk Charge
       deducted from the Variable Account. Such factor is equal to an annual
       rate of .80% of the daily net asset value of the Variable Account.

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

The Net Investment Factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease. It should be noted that
changes in the Net Investment Factor may not be directly proportional to
changes in the net asset value of underlying Mutual Fund shares, because of the
deduction for Mortality and Expense Risk Charge, and any charge or credit for
tax reserves.

VALUATION OF ASSETS

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

DETERMINING THE CASH VALUE

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

The Cash Value in the Fixed Account and the Policy Loan Account is credited
with interest daily at an effective annual rate which the Company periodically
declares. The annual effective rate will never be less than 4%. Upon request,
the Company will inform the Policy Owner of the then applicable rates for each
account.

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

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

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

After the Policy has been in force for 5 Policy Years, the Policy Owner may
request a partial surrender. Partial surrenders will be permitted only if they
satisfy the following requirements:

      1.     The maximum partial surrender in any Policy Year is limited to 10%
             of the total premium payments;

      2.     The minimum partial surrender is $500; and

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

When a partial surrender is made, the Cash Value is reduced by the amount of
the partial surrender. Also, under death benefit Option 1, the Specified Amount
is reduced by the amount of the partial surrender. Partial


                                       16
<PAGE>   20

surrender amounts must be first deducted from the values in the Variable
sub-accounts. Partial surrenders will be deducted from the Fixed Account only
to the extent that insufficient values are available in the Variable
sub-accounts.

Surrender charges will be waived for any partial surrenders which satisfy the
above conditions. Certain partial surrenders may result in currently taxable
income and tax penalties (see "Tax Matters").

MATURITY PROCEEDS

The Maturity Date is the Policy Anniversary on or next following the Insured's
95th birthday. The Maturity Proceeds will be payable to the Policy Owner on the
Maturity Date provided the Policy is still in force. The Maturity Proceeds will
be equal to the amount of the Policy's Cash Value, less any Indebtedness.

INCOME TAX WITHHOLDING

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

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

                                  POLICY LOANS

TAKING A POLICY LOAN

After the first Policy Year, the Policy Owner may take a Policy loan using the
Policy as security. Maximum Policy Indebtedness is limited to 90% of the Cash
Surrender Value less interest due on the next Policy Anniversary. Maximum
Policy Indebtedness, in Texas, is limited to 90% of the Cash Surrender Value in
the sub-accounts and 100% of the Cash Surrender Value in the Fixed Account less
interest due on the next Policy Anniversary. The Company will not grant a loan
for an amount less than $1,000 ($200 in Connecticut, $500 in New York). Should
the Death Proceeds become payable, the Policy be surrendered, or the Policy
mature while a loan is outstanding, the amount of Policy Indebtedness will be
deducted from the death benefit, Cash Surrender Value or the maturity value,
respectively.

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

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

Amounts transferred to the Policy Loan Account will earn interest daily from
the date of transfer.

Policy Loans will be currently credited interest daily at an annual effective
rate of 5.1%. This rate is guaranteed never to be lower than 4%. The Company
may change the current interest crediting rate on Policy loans at any time at
its sole discretion. This earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary
or at the time of loan repayment. It will be allocated according to the
underlying Mutual Fund allocation factors in effect at the time of the
transfer.

The loan interest rate is 6% per year for all Policy loans. Interest is charged
daily and is payable at the end of each Policy Year or at the time of loan
repayment. Unpaid interest will be added to the existing Policy Indebtedness as
of the due date and will be charged interest at the same rate as the rest of
the Indebtedness.

Whenever the total Policy Indebtedness exceeds the Cash Value less any
Surrender Charges, the Company will send a notice to the Policy Owner and the
assignee, if any. The Policy will terminate without value 61 days after the
mailing of the notice unless a sufficient repayment is made during that period.
A repayment is sufficient if it is large enough to reduce the total Policy
Indebtedness to an amount equal to the total Cash Value less any Surrender
Charges plus an amount sufficient to continue the Policy in force for 3 months.


                                       17
<PAGE>   21

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

REPAYMENT

All or part of the Indebtedness may be repaid at any time while the Policy is
in force during the Insured's lifetime. Any payment intended as a loan
repayment, rather than a premium payment, must be identified as such. Loan
repayments will be credited to the Variable sub-accounts and the Fixed Account
in proportion to the Policy Owner's Fund allocation factors in effect at the
time of the repayment. Each repayment may not be less than $1,000 ($50 in
Connecticut and New York). The Company reserves the right to require that any
loan repayments resulting from Policy loans transferred from the Fixed Account
must be first allocated to the Fixed Account.

                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

At issue, the Policy Owner selects a desired Scheduled Premium level. The
Scheduled Premium is used to determine the initial Specified Amount. Under
death benefit option 1, the initial Specified Amount is determined by treating
the Scheduled Premium as 20% of the Guideline Single Premium. Under Death
Benefit Option 2, the initial Specified Amount is determined by treating the
Scheduled Premium as the Guideline Level Premium. For either death benefit
option, the initial Specified Amount will be set at such a level such that
payment of the Scheduled Premiums will not result in the Policy being
classified as a modified endowment contract (see "Tax Matters").

The following tables illustrate the Initial Specified Amount that results from
a $2,000 Scheduled Premium payment .

<TABLE>
<CAPTION>
                                   Male                                Female
                               Non-Tobacco                          Non-Tobacco
     Issue                     -----------                          -----------
      Age                Option 1      Option 2               Option 1      Option 2
      ---                --------      --------               --------      --------
      <S>                 <C>           <C>                    <C>           <C>
      30                  $85,779       $75,378                $99,541       $93,577
      35                  $68,165       $61,559                $79,212       $76,497
      40                  $54,111       $50,082                $63,070       $62,320
      45                  $43,165       $40,605                $50,599       $50,633
      50                  $34,675       $32,791                $40,824       $40,958
      55                  $28,136       $26,852                $33,171       $32,949
      60                  $23,176       $22,867                $27,141       $26,301
      65                  $19,474       $19,474                $22,369       $22,168
</TABLE>

Generally, for a given Scheduled Premium, the initial Specified Amount is
greater for non-tobacco than standard and females than males. The Specified
Amount is shown in the Policy.

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

The Policy Owner may choose one of two death benefit options. Under Option 1,
the death benefit will be the greater of the Specified Amount or the Applicable
Percentage of Cash Value. Under Option 1, the amount of the death benefit will
ordinarily not change for several years to reflect the investment performance
and may not change at all. If investment performance is favorable the amount of
death benefit may increase. To see how and when investment performance will
begin to affect death benefits, please see the illustrations. Under Option 2,
the death benefit will be the greater of the Specified Amount plus the Cash
Value, or the Applicable Percentage of Cash Value and will vary directly with
the investment performance.

       The term "Applicable Percentage" means:

       1.     250% when the Insured is Attained Age 40 or less at the beginning
              of a Policy Year, and

       2.     when the Insured is above Attained Age 40, the percentage shown in
              the "Applicable Percentage of Cash Value Table" shown below.


                                       18
<PAGE>   22


                   APPLICABLE PERCENTAGE OF CASH VALUE TABLE

<TABLE>
<CAPTION>
   Attained       Percentage       Attained       Percentage       Attained      Percentage
     Age        of Cash Value        Age        of Cash Value        Age        of Cash Value
     ---        -------------        ---        -------------        ---        -------------
     <S>             <C>              <C>            <C>              <C>           <C>
     0-40            250%             60             130%             80            105%
      41             243%             61             128%             81            105%
      42             236%             62             126%             82            105%
      43             229%             63             124%             83            105%
      44             222%             64             122%             84            105%

      45             215%             65             120%             85            105%
      46             209%             66             119%             86            105%
      47             203%             67             118%             87            105%
      48             197%             68             117%             88            105%
      49             191%             69             116%             89            105%

      50             185%             70             115%             90            105%
      51             178%             71             113%             91            104%
      52             171%             72             111%             92            103%
      53             164%             73             109%             93            102%
      54             157%             74             107%             94            101%

      55             150%             75             105%             95            100%
      56             146%             76             105%
      57             142%             77             105%
      58             138%             78             105%
      59             134%             79             105%
</TABLE>

PROCEEDS PAYABLE ON DEATH

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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

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

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

                          CHANGES OF INVESTMENT POLICY

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


                                       19
<PAGE>   23

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

                                  GRACE PERIOD

- -First Five Policy Years

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

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

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

If (1) is less than (2), a Grace Period of 61 days from the Monthly Anniversary
Day will be allowed for the payment of sufficient premium to satisfy the
Minimum Premium requirement. If sufficient premium is not paid by the end of
the Grace Period, the Policy will lapse. The Policy will be terminated with the
return of any available Cash Surrender Value. The Cash Surrender Value will be
calculated as of the beginning of the Grace Period. The Policy Owner may also
elect in writing to have the Policy placed on Extended Term Insurance.

- -Policy Years Six and After

If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current monthly deduction for insurance costs, administrative
expenses and other benefits, a Grace Period of 61 days from the Monthly
Anniversary Day will be allowed for the payment of sufficient premium to cover
the current monthly deduction plus an amount equal to three times the current
monthly deduction.

- -All Policy Years

The Company will send such a notice at the start of the Grace Period to the
Policy Owner's last known address. If the Insured dies during the Grace Period,
the Company will pay the Death Proceeds.

                                 REINSTATEMENT

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

1.     submitting a written request at any time within 3 years after the
       end of the Grace Period and prior to the Maturity Date:

2.     providing evidence of insurability satisfactory to the Company;

3.     paying sufficient premium to cover all Policy Charges that were due and
       unpaid during the Grace Period;

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

5.     paying or reinstating any Indebtedness against the Policy which existed
       at the end of the Grace Period.

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

      (1)    the Cash Value at the end of the Grace Period; or

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

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

                            THE FIXED ACCOUNT OPTION

Because of exemptive and exclusionary provisions, interests in the Company's
General Account have not been registered under the Securities Act of 1933 and
the General Account has not been registered as an investment company under the
Investment Company Act of 1940. Accordingly, neither the General Account nor
any interests therein are subject to the provisions of these Acts, and the
Company has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this prospectus relating to the
Fixed Account option. Disclosures regarding the General Account may, however,
be subject to certain


                                       20
<PAGE>   24

generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

As explained earlier, a Policy Owner may elect to allocate or transfer all or
part of the Cash Value to the Fixed Account and the amount allocated or
transferred becomes part of the Company's General Account. The Company's
General Account consists of all assets of the Company other than those in the
Variable Account and in other separate accounts that have been or may be
established by the Company. Subject to applicable law, the Company has sole
discretion over the investment of the assets of the General Account, and Policy
Owners do not share in the investment experience of those assets. The Company
guarantees that the part of the Cash Value invested under the Fixed Account
option will accrue interest daily at an effective annual rate that the Company
declares periodically. The Fixed Account crediting rate will not be less than
an effective annual rate of 4%. Upon request the Company will inform a Policy
Owner of the then applicable rate. The Company is not obligated to credit
interest at a higher rate.

                     CHANGES IN EXISTING INSURANCE COVERAGE

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

SPECIFIED AMOUNT INCREASES

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

      (1)    the request must be applied for in writing;

      (2)    satisfactory evidence of insurability must be provided;

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

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

      (5)    age limits are the same as a new issue.

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

SPECIFIED AMOUNT DECREASES

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

      (1)    against insurance provided by the most recent increase;

      (2)    against the next most recent increases successively; and

      (3)    against insurance provided under the original application.

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

      (1)    reduce the Specified Amount to less than $10,000; or

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

CHANGES IN THE DEATH BENEFIT OPTION

After the fifth Policy Year, the Policy Owner may change the death benefit
option under the Policy. If the change is from Option 1 to Option 2, the
Specified Amount will be decreased by the amount of the Cash Value. If the
change is from Option 2 to Option 1, the Specified Amount will be increased by
the amount of the Cash Value. The Company reserves the right to require
evidence of insurability for either change (from Option 1 to Option 2 only in
New York). The effective date of the change will be the Monthly Anniversary Day
on or next following the date the Company approves the request for change. Only
one change of option is permitted per Policy Year. A change in death benefit
option will not be permitted if it results in the total premiums paid exceeding
the then current maximum premium limitations prescribed by the Internal Revenue
Service to qualify the Policy as a life insurance contract.


                                       21
<PAGE>   25

                            OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

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

ASSIGNMENT

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

INCONTESTABILITY

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

ERROR IN AGE OR SEX

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

      (1)     is the amount of the death  benefit  at the time of the
              Insured's  death  reduced by the amount of the Cash Value at the
              time of the Insured's death;

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

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

SUICIDE

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


                                       22
<PAGE>   26

NONPARTICIPATING POLICIES

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

                              LEGAL CONSIDERATIONS

On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from contributions made on or
after August 1, 1983. The Policies offered by this prospectus are based upon
actuarial tables which distinguish between men and women and thus the Policies
provide different benefits to men and women of the same age. Accordingly,
employers and employee organizations should consider, in consultation with
legal counsel, the impact of Norris on any employment related insurance or
benefit program before purchasing this Policy.

                          DISTRIBUTION OF THE POLICIES

The Policies will be sold by licensed insurance agents in those states where
the Policies may lawfully be sold. Such agents will be registered
representatives of broker dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
(NASD). The Policies will be distributed by the General Distributor, American
Capital Marketing, Inc.

Gross first year commissions paid by the Company on the sale of these Policies
plus fees for marketing services provided by the General Distributor are not
more than 26% of the Scheduled Premium plus 5% of any excess premium payments.
Gross renewal commissions paid by the Company will not exceed 5% of actual
premium payments.

                              CUSTODIAN OF ASSETS

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

                                  TAX MATTERS

POLICY PROCEEDS

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

Section 7702A of the Code defines modified endowment contracts as those
policies issued or materially changed on or after June 21, 1988 on which the
total premiums paid during the first seven years exceed the amount that would
have been paid if the policy provided for paid up benefits after seven level
annual premiums. (see "Information about the Policies"). The Code provides for
taxation of surrenders, partial surrenders, loans, collateral assignments and
other pre-death distributions from modified endowment contracts in the same way
annuities are taxed. Modified endowment contract distributions are defined by
the Code as amounts not received as an annuity and are taxable to the extent
the cash value of the policy exceeds, at the time of distribution, the premiums
paid into the policy. A 10% tax penalty generally applies to the taxable
portion of such distributions unless the Policy Owner is over age 59 1/2 or
disabled.

It may not be advantageous to replace existing insurance with Policies
described in this prospectus. It may also be disadvantageous to purchase a
policy to obtain additional insurance protection if the purchaser already owns
another variable life insurance policy.

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

In addition to meeting the tests required under Sections 7702, Section 817(h)
of the Code requires that the investments of separate accounts such as the
Variable Account be adequately diversified. Regulations issued by the Secretary
of the Treasury, set the standards for measuring the adequacy of this
diversification. A


                                       23
<PAGE>   27

variable life policy that is not adequately diversified under these regulations
would not be treated as life insurance under Section 7702 of the Code. To be
adequately diversified, each sub-account of the Variable Account must meet
certain tests. The Company believes that the investments of the Variable
Account meet the applicable diversification standards.

Should the Secretary of the Treasury issue additional rules or regulations
limiting the number of underlying Mutual Funds, transfers between underlying
Mutual Funds, exchanges of underlying Mutual Funds or changes in investment
objectives of funds such that the Policy would no longer qualify as life
insurance under Section 7702 of the Code, the Company will take whatever steps
are available to remain in compliance.

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

A total surrender or cancellation of the Policy by lapse may have adverse tax
consequences depending on the circumstances.

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

TAXATION OF THE COMPANY

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

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

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

OTHER CONSIDERATIONS

The foregoing discussion is general and is not intended as tax advice. Counsel
and other competent advisors should be consulted for more complete information.
This discussion is based on the Company's understanding of federal income tax
laws as they are currently interpreted by the Internal Revenue Service. No
representation is made as to the likelihood of continuation of these current
laws and interpretations.

                                  THE COMPANY

The life insurance business, which includes product lines in health insurance
and annuities, is the only business in which the Company is engaged.

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

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

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

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


                                       24
<PAGE>   28

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

                               COMPANY MANAGEMENT

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

The companies comprising the Nationwide Insurance Enterprise have
substantially common boards of directors and officers.  Nationwide
Corporation is the sole shareholder of the Company.  

DIRECTORS OF THE COMPANY

<TABLE>
<CAPTION>
                                 Director
             Name                 Since                            Principal Occupation
             ----                 -----                            --------------------
<S>                                <C>     <C>
Lewis J. Alphin                    1993    Farm Owner and Operator (1)

Willard J. Engel                   1994    General Manager Lyon County Cooperative Oil Company (1)

Fred C. Finney                     1992    Owner and Operator, Moreland Fruit Farm; Operator, Melrose Orchard

Peter F. Frenzer                   1991    President, Nationwide Corporation; President and Chief Operating
                                           Officer, Nationwide Life Insurance Company and Nationwide Life and
                                           Annuity Insurance Company; Executive Vice President - Investments,
                                           Nationwide Mutual Insurance Company, Nationwide Mutual Fire Insurance
                                           Company, Nationwide General Insurance Company, Nationwide Property 
                                           and Casualty Insurance Company

Charles L. Fuellgraf, Jr. *+       1969    Chief Executive Officer, Fuellgraf Electric Company, Electrical
                                           Construction and Engineering Services (1)

Henry S. Holloway *+               1986    Farm Owner and Operator (1)

D. Richard McFerson *+             1988    President and Chief Executive Officer, Nationwide Mutual, Nationwide
                                           Mutual Fire, Nationwide General, and Nationwide Property and
                                           Casualty Insurance Companies; Chief Executive Officer, Nationwide
                                           Life Insurance Company and Nationwide Life and Annuity Insurance
                                           Company (2)

David O. Miller *+                 1985    Farm Owner and Land Developer; President, Owen Potato Farm, Inc.;
                                           Partner, M&M Enterprises (1)

C. Ray Noecker                     1994    Farm Owner and Operator (1)

James F. Patterson +               1989    Vice President, Pattersons, Inc. ; President, Patterson Farms, Inc.

Robert H. Rickel                   1984    Rancher (1)

Arden L. Shisler *+                1984    Partner and Manager, Sweetwater Beef Farms; President and Chief
                                           Executive Officer, K&B Transport, Inc. (1)

Robert L. Stewart                  1989    Farm Owner and Operator; Owner, Sunnydale Mining (1)

Nancy C. Thomas *                  1986    Farm Owner and Operator, Da-Ma-Lor Farms (1)

Harold W. Weihl                    1990    Farm Owner and Operator, Weihl Farm (1)
</TABLE>   
- ---------------------------------------
*Member, Executive Committee               +Member, Investment Committee
1)     Principal occupation for last five years.
2)     Prior to assuming his current position, Mr. McFerson held other
       executive management positions with the companies.

Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Frenzer who is a director only
of the Company and Nationwide Life and Annuity Insurance


                                       25
<PAGE>   29

Company. Each of the directors of the Company is a director of Nationwide
Financial Services, Inc., a registered broker-dealer.

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

EXECUTIVE OFFICERS OF THE COMPANY

   
<TABLE>
<CAPTION>
NAME                                         OFFICE HELD
- ----                                         -----------
<S>                                          <C>
D. Richard McFerson                          President and Chief Executive Officer-Nationwide Insurance 
                                             Enterprise

Peter F. Frenzer                             President and Chief Operating Officer

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

James E. Brock                               Senior Vice President - Investment Product Operations

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

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

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

Robert A. Oakley                             Executive Vice President-Chief Financial Officer

Carl Santillo                                Senior Vice President - Life and Health Operations

Mark A. Folk                                 Vice President and Treasurer
</TABLE>
    

Mr. Frenzer is also President and Chief Operating Officer of Nationwide Life
and Annuity Insurance Company, President of Nationwide Corporation and
Executive Vice President-Investments of Nationwide Mutual Insurance Company.
Mr. Galloway is also an officer of Nationwide Mutual Insurance Company and
Nationwide Life and Annuity Insurance Company. Each of the other officers
listed above is also an officer of each of the companies comprising the
Nationwide Insurance Enterprise. Each of the executive officers listed above
has been associated with the registrant in an executive capacity for more than
the past five years, except Mr. Folk.

                     OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

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

                            REPORTS TO POLICY OWNERS

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

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


                                       26
<PAGE>   30

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

                                  ADVERTISING

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

                               LEGAL PROCEEDINGS

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

The General Distributor, American Capital Marketing, Inc., is not engaged in
any material litigation of any nature.

                                    EXPERTS

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

                             REGISTRATION STATEMENT

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

                                 LEGAL OPINIONS

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


                                       27
<PAGE>   31

                                   APPENDIX 1

                                ILLUSTRATION OF
                               SURRENDER CHARGES

Example 1: A female non-tobacco, age 45, purchases a Policy with a Scheduled
Premium of $2,000 yielding a Specified Amount of $50,599. She now wishes to
surrender the Policy during the first Policy year. By using the initial
surrender charge table reproduced below, (also see "Surrender Charges") the
total surrender charge per thousand multiplied by the Specified Amount
expressed in thousands equals the total surrender charge of $514.09 ($10.160 x
50.599 = $514.09).

Example 2: A male non-tobacco, age 35, purchases a Policy with a Scheduled
Premium of $2,000 yielding a Specified Amount of $68,165. He now wants to
surrender the Policy in the sixth Policy Year. The total initial surrender
value is calculated using the method illustrated above. (Specified Amount in
thousands $68.165 x 7.260 = 494.88 total first year surrender charge). Because
the fifth Policy Year has been completed, the total initial surrender charge is
reduced by multiplying it by the applicable percentage factor from the
"Reductions to Surrender Charges" table below. (Also see "Reductions to
Surrender Charges"). In this case, $494.88 x 85% = $420.65.

Initial Surrender Charge per $1,000 of initial Specified Amount:

<TABLE>
<CAPTION>
        ISSUE                  MALE                 FEMALE                  MALE                  FEMALE
         AGE               NON-TOBACCO            NON-TOBACCO             STANDARD               STANDARD
         ---               -----------            -----------             --------               --------
          <S>               <C>                    <C>                    <C>                    <C>   
          25                $ 5.878                $ 5.537                $ 6.680                $ 5.945
          35                  7.260                  6.712                  8.559                  7.373
          45                 11.159                 10.160                 13.244                 11.151
          55                 15.275                 13.375                 18.373                 14.686
          65                 23.821                 20.553                 27.943                 22.165
</TABLE>                                           

Reductions to Surrender Charges.

<TABLE>
<CAPTION>
                           SURRENDER CHARGE                               SURRENDER CHARGE
      COMPLETED           AS A % OF INITIAL           COMPLETED          AS A % OF INITIAL
     POLICY YEARS         SURRENDER CHARGES         POLICY YEARS         SURRENDER CHARGES
     ------------         -----------------         ------------         -----------------
          <S>                    <C>                      <C>                  <C>
          0                      100%                     5                     85%
          1                      100%                     6                     80%
          2                      100%                     7                     75%
          3                       95%                     8                     50%
          4                       90%                     9+                     0%
</TABLE>

The current Surrender Charges are the same for all states. However, in
Pennsylvania the guaranteed maximum Surrender Charges are 8% higher than those
shown on pages 7, 14, and 32. In addition, the guaranteed maximum Surrender
Charge in subsequent years in Pennsylvania are reduced in the following manner:

<TABLE>
<CAPTION>
   COMPLETED     SURRENDER CHARGE        COMPLETED      SURRENDER CHARGE        COMPLETED      SURRENDER CHARGE
    POLICY       AS A % OF INITIAL        POLICY        AS A % OF INITIAL        POLICY        AS A % OF INITIAL
     YEARS       SURRENDER CHARGES         YEARS        SURRENDER CHARGES         YEARS        SURRENDER CHARGES
     -----       -----------------         -----        -----------------         -----        -----------------
       <S>              <C>                  <C>             <C>                   <C>              <C>
       0                100%                 5                83%                  10                46%
       1                 98%                 6                75%                  11                37%
       2                 95%                 7                70%                  12                28%
       3                 92%                 8                65%                  13                14%
       4                 88%                 9                55%                  14+                0%
</TABLE>

The illustrations of current values on pages 33-53 are the same for
Pennsylvania. However, the guaranteed maximum Surrender Charges are slightly
higher in Pennsylvania. If this contract is issued in Pennsylvania, please
contact the Home Office for an illustration.

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


                                       28
<PAGE>   32


                                   APPENDIX 2

                          ILLUSTRATIONS OF CASH VALUES
                             CASH SURRENDER VALUES
                               AND DEATH BENEFITS

The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance. The illustrations
illustrate how Cash Values, Cash Surrender Values and death benefits under a
Policy would vary over time if the hypothetical gross investment rates of
return were a uniform annual effective rate of either 0%, 6% or 12%. If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values, Cash Surrender Values and death benefits may be
different. For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force. The
illustrations also assume there is no Policy debt, no additional premium
payments are made, no Cash Values are allocated to the Fixed Account, and there
are no changes in the Specified Amount or death benefit option.
   
The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return. This is due
to the daily charges made against the assets of the sub-accounts for assuming
Mortality and Expense Risks. The Mortality and Expense Risk Charges are
equivalent to an annual effective rate of .80% of the daily net asset value of
the Variable Account. In addition, the net investment returns also reflect the
deduction of underlying Mutual Fund investment advisory fees and other expenses
which are equivalent to an annual effective rate of 0.60% of the daily net
asset value of the Variable Account. This effective rate is based on the
average of the fund expenses for the preceding year for all mutual fund options
available under the policy as of April 30, 1995.
    

Considering current charges for Mortality and Expense Risks, and underlying
Mutual Fund expenses, gross annual rates of return of 0%, 6% and 12% correspond
to net investment experience at constant annual rates of -1.40%, 4.60% and
10.60%.

The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy. The values shown are for Policies which are
issued as standard (including non-tobacco). Policies issued on a substandard
basis would result in lower Cash Values and death benefits than those
illustrated.

In addition, the illustrations reflect the fact that the Company deducts a
monthly administrative charge at the beginning of each Policy month. This
monthly administrative expense charge is currently $5 and is guaranteed not to
exceed $7.50. The illustrations also reflect the fact that no charges for
federal or state income taxes are currently made against the Variable Account.
If such a charge is made in the future, it will require a higher gross
investment return than illustrated in order to produce the net after-tax
returns shown in the illustrations.

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


                                       29
<PAGE>   33

                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM: $43,165 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                             -----------------------     -----------------------     -----------------------
               ANNUAL                   NET      NET                NET      NET               NET       NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH    ACCUM    SURR      DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>      <C>     <C>       <C>      <C>      <C>      <C>      <C>       <C>     <C>      <C>       <C>
    1       2,000    2,100    1,672    1,191    43,165    1,778    1,296    43,165    1,884    1,402    43,165

    2       2,000    4,305    3,319    2,838    43,165    3,635    3,153    43,165    3,963    3,481    43,165

    3       2,000    6,620    4,940    4,458    43,165    5,573    5,091    43,165    6,257    5,776    43,165

    4       2,000    9,051    6,536    6,079    43,165    7,598    7,141    43,165    8,793    8,335    43,165

    5       2,000   11,604    8,105    7,672    43,165    9,712    9,279    43,165   11,593   11,159    43,165

    6           0   12,184    7,787    7,378    43,165    9,948    9,539    43,165   12,603   12,194    43,165

    7           0   12,793    7,460    7,075    43,165   10,184    9,799    43,165   13,713   13,328    43,165

    8           0   13,433    7,123    6,762    43,165   10,419   10,058    43,165   14,933   14,572    43,165

    9           0   14,105    6,776    6,536    43,165   10,655   10,414    43,165   16,277   16,036    43,165

   10           0   14,810    6,415    6,415    43,165   10,886   10,886    43,165   17,756   17,756    43,165


   15           0   18,901    4,376    4,376    43,165   11,977   11,977    43,165   27,825   27,825    43,165

   20           0   24,124    1,669    1,669    43,165   12,742   12,742    43,165   44,599   44,599    54,411

   25           0   30,788      (*)      (*)       (*)   12,627   12,627    43,165   71,790   71,790    83,277

   30           0   39,295      (*)      (*)       (*)   10,317   10,317    43,165  115,799  115,799   123,905

   35           0   50,151      (*)      (*)       (*)    2,960    2,960    43,165  187,681  187,681   197,065
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       30
<PAGE>   34

                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM: $43,165 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                             -----------------------     -----------------------     -----------------------
               ANNUAL                   NET      NET                NET      NET               NET       NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH    ACCUM    SURR      DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>      <C>     <C>       <C>      <C>      <C>       <C>      <C>      <C>     <C>      <C>       <C>
    1       2,000    2,100    1,580    1,098    43,165    1,682    1,201    43,165    1,785    1,303    43,165

    2       2,000    4,305    3,130    2,648    43,165    3,434    2,952    43,165    3,750    3,269    43,165

    3       2,000    6,620    4,651    4,170    43,165    5,259    4,777    43,165    5,916    5,435    43,165

    4       2,000    9,051    6,144    5,686    43,165    7,160    6,703    43,165    8,305    7,847    43,165

    5       2,000   11,604    7,607    7,174    43,165    9,143    8,709    43,165   10,942   10,508    43,165

    6           0   12,184    7,175    6,766    43,165    9,232    8,823    43,165   11,765   11,356    43,165

    7           0   12,793    6,724    6,339    43,165    9,304    8,919    43,165   12,660   12,275    43,165

    8           0   13,433    6,250    5,889    43,165    9,356    8,995    43,165   13,634   13,272    43,165

    9           0   14,105    5,749    5,508    43,165    9,382    9,142    43,165   14,692   14,451    43,165

   10           0   14,810    5,216    5,216    43,165    9,378    9,378    43,165   15,845   15,845    43,165


   15           0   18,901    1,910    1,910    43,165    8,714    8,714    43,165   23,454   23,454    43,165

   20           0   24,124      (*)      (*)       (*)    6,096    6,096    43,165   36,020   36,020    43,944

   25           0   30,788      (*)      (*)       (*)      (*)      (*)       (*)   56,751   56,751    65,831

   30           0   39,295      (*)      (*)       (*)      (*)      (*)       (*)   89,748   89,748    96,031

   35           0   50,151      (*)      (*)       (*)      (*)      (*)       (*)  143,199  143,199   150,359
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       31
<PAGE>   35

                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM: $40,605 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                             -----------------------     -----------------------     -----------------------
               ANNUAL                   NET      NET                NET      NET               NET       NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH    ACCUM    SURR      DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>      <C>    <C>       <C>      <C>       <C>     <C>      <C>       <C>      <C>      <C>       <C>
    1       2,000    2,100    1,675    1,222    42,280    1,780    1,327    42,386    1,886    1,433    42,491

    2       2,000    4,305    3,319    2,866    43,924    3,633    3,180    44,239    3,961    3,508    44,566

    3       2,000    6,620    4,931    4,478    45,536    5,561    5,108    46,167    6,243    5,790    46,848

    4       2,000    9,051    6,513    6,082    47,118    7,568    7,138    48,173    8,755    8,324    49,360

    5       2,000   11,604    8,060    7,652    48,665    9,653    9,245    50,258   11,516   11,108    52,121

    6       2,000   14,284    9,574    9,189    50,180   11,820   11,435    52,425   14,553   14,168    55,158

    7       2,000   17,098   11,054   10,691    51,659   14,071   13,709    54,677   17,893   17,530    58,498

    8       2,000   20,053   12,498   12,158    53,103   16,409   16,069    57,015   21,566   21,226    62,171

    9       2,000   23,156   13,908   13,681    54,513   18,838   18,612    59,443   25,607   25,380    66,212

   10       2,000   26,414   15,279   15,279    55,884   21,358   21,358    61,963   30,050   30,050    70,656


   15       2,000   45,315   21,753   21,753    62,358   35,676   35,676    76,282   60,190   60,190   100,795

   20       2,000   69,439   27,060   27,060    67,665   52,709   52,709    93,315  108,768  108,768   149,373

   25       2,000  100,227   30,731   30,731    71,336   72,505   72,505   113,111  186,943  186,943   227,548

   30       2,000  139,522   31,843   31,843    72,448   94,556   94,556   135,161  312,386  312,386   352,991

   35       2,000  189,673   29,212   29,212    69,817  117,858  117,858   158,464  513,722  513,722   554,327
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       32
<PAGE>   36

                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM: $40,605 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                             -----------------------     -----------------------     -----------------------
               ANNUAL                   NET      NET                NET      NET               NET       NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH    ACCUM    SURR      DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>      <C>    <C>       <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>       <C>
    1       2,000    2,100    1,583    1,130    42,189    1,686    1,233    42,291    1,789    1,335    42,394

    2       2,000    4,305    3,130    2,677    43,735    3,433    2,980    44,038    3,748    3,295    44,354

    3       2,000    6,620    4,640    4,187    45,245    5,243    4,790    45,848    5,896    5,443    46,502

    4       2,000    9,051    6,111    5,680    46,716    7,117    6,687    47,723    8,250    7,820    48,855

    5       2,000   11,604    7,543    7,135    48,148    9,057    8,649    49,662   10,830   10,422    51,435

    6       2,000   14,284    8,933    8,548    49,539   11,062   10,677    51,667   13,656   13,271    54,261

    7       2,000   17,098   10,280    9,917    50,885   13,132   12,770    53,738   16,751   16,389    57,356

    8       2,000   20,053   11,579   11,239    52,185   15,267   14,927    55,873   20,139   19,800    60,745

    9       2,000   23,156   12,828   12,601    53,433   17,465   17,238    58,070   23,847   23,620    64,452

   10       2,000   26,414   14,022   14,022    54,628   19,725   19,725    60,330   27,903   27,903    68,508


   15       2,000   45,315   19,077   19,077    59,683   31,904   31,904    72,509   54,663   54,663    95,268

   20       2,000   69,439   22,123   22,123    62,728   45,192   45,192    85,798   96,457   96,457   137,062

   25       2,000  100,227   22,098   22,098    62,703   58,484   58,484    99,089  161,370  161,370   201,976

   30       2,000  139,522   17,218   17,218    57,823   69,512   69,512   110,117  261,703  261,703   302,309

   35       2,000  189,673    4,464    4,464    45,069   73,831   73,831   114,436  415,756  415,756   456,361
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       33
<PAGE>   37

                             DEATH BENEFIT OPTION 1
                $5,000 ANNUAL PREMIUM: $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                             -----------------------     -----------------------     -----------------------
               ANNUAL                   NET      NET                NET      NET               NET       NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH    ACCUM    SURR      DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>      <C>    <C>       <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>       <C>
    1       5,000    5,250    4,302    3,030   114,019    4,570    3,298   114,019    4,838    3,565   114,019

    2       5,000   10,763    8,539    7,267   114,019    9,342    8,070   114,019   10,177    8,905   114,019

    3       5,000   16,551   12,710   11,437   114,019   14,325   13,052   114,019   16,071   14,799   114,019

    4       5,000   22,628   16,817   15,608   114,019   19,531   18,322   114,019   22,582   21,373   114,019

    5       5,000   29,010   20,856   19,711   114,019   24,965   23,820   114,019   29,771   28,626   114,019

    6           0   30,460   20,179   19,098   114,019   25,714   24,632   114,019   32,508   31,427   114,019

    7           0   31,983   19,482   18,465   114,019   26,473   25,455   114,019   35,518   34,500   114,019

    8           0   33,582   18,763   17,809   114,019   27,241   26,287   114,019   38,829   37,875   114,019

    9           0   35,261   18,022   17,386   114,019   28,020   27,384   114,019   42,477   41,841   114,019

   10           0   37,024   17,250   17,250   114,019   28,804   28,804   114,019   46,496   46,496   114,019


   15           0   47,254   12,877   12,877   114,019   32,786   32,786   114,019   73,863   73,863   114,019

   20           0   60,309    7,064    7,064   114,019   36,503   36,503   114,019  119,354  119,354   145,611

   25           0   76,971      (*)      (*)       (*)   38,992   38,992   114,019  193,230  193,230   224,147

   30           0   98,237      (*)      (*)       (*)   38,013   38,013   114,019  313,083  313,083   334,999

   35           0  125,378      (*)      (*)       (*)   29,179   29,179   114,019  509,022  509,022   534,474
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       34
<PAGE>   38

                             DEATH BENEFIT OPTION 1
                $5,000 ANNUAL PREMIUM: $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                             -----------------------     -----------------------     -----------------------
               ANNUAL                   NET      NET                NET      NET               NET       NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH    ACCUM    SURR      DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT   VALUE    VALUE    BENEFIT
   <S>      <C>    <C>       <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>       <C>
    1       5,000    5,250    4,170    2,897   114,019    4,433    3,161   114,019    4,697    3,425   114,019

    2       5,000   10,763    8,267    6,994   114,019    9,053    7,781   114,019    9,872    8,600   114,019

    3       5,000   16,551   12,291   11,019   114,019   13,870   12,598   114,019   15,578   14,305   114,019

    4       5,000   22,628   16,244   15,036   114,019   18,893   17,684   114,019   21,872   20,664   114,019

    5       5,000   29,010   20,126   18,981   114,019   24,133   22,988   114,019   28,822   27,677   114,019

    6           0   30,460   19,277   18,195   114,019   24,662   23,580   114,019   31,282   30,200   114,019

    7           0   31,983   18,390   17,372   114,019   25,174   24,157   114,019   33,972   32,954   114,019

    8           0   33,582   17,459   16,505   114,019   25,664   24,710   114,019   36,915   35,960   114,019

    9           0   35,261   16,475   15,839   114,019   26,123   25,486   114,019   40,135   39,499   114,019

   10           0   37,024   15,430   15,430   114,019   26,542   26,542   114,019   43,663   43,663   114,019


   15           0   47,254    8,981    8,981   114,019   27,756   27,756   114,019   67,332   67,332   114,019

   20           0   60,309      (*)      (*)       (*)   26,136   26,136   114,019  106,776  106,776   130,267

   25           0   76,971      (*)      (*)       (*)   18,035   18,035   114,019  170,643  170,643   197,946

   30           0   98,237      (*)      (*)       (*)      (*)      (*)       (*)  273,085  273,085   292,201

   35           0  125,378      (*)      (*)       (*)      (*)      (*)       (*)  439,596  439,596   461,576
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       35
<PAGE>   39

                             DEATH BENEFIT OPTION 2
                $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>      <C>    <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1       5,000    5,250    4,317    3,162   107,838    4,585    3,430   108,106      4,853     3,698    108,374

    2       5,000   10,763    8,558    7,403   112,079    9,361    8,206   112,882     10,196     9,041    113,717

    3       5,000   16,551   12,722   11,566   116,243   14,334   13,179   117,855     16,077    14,922    119,598

    4       5,000   22,628   16,809   15,711   120,330   19,513   18,416   123,034     22,553    21,455    126,074

    5       5,000   29,010   20,813   19,773   124,334   24,900   23,860   128,421     29,677    28,637    133,198

    6       5,000   35,710   24,736   23,754   128,258   30,504   29,522   134,026     37,519    36,537    141,040

    7       5,000   42,746   28,576   27,652   132,097   36,332   35,408   139,854     46,149    45,225    149,670

    8       5,000   50,133   32,330   31,463   135,851   42,391   41,525   145,913     55,646    54,780    159,167

    9       5,000   57,889   36,000   35,423   139,522   48,692   48,115   152,214     66,102    65,525    169,623

   10       5,000   66,034   39,580   39,580   143,101   55,237   55,237   158,758     77,608    77,608    181,129


   15       5,000  113,287   56,590   56,590   160,111   92,554   92,554   196,075    155,782   155,782    259,303

   20       5,000  173,596   70,878   70,878   174,399  137,319  137,319   240,840    282,198   282,198    385,719

   25       5,000  250,567   81,444   81,444   184,966  190,035  190,035   293,556    486,377   486,377    589,898

   30       5,000  348,804   86,309   86,309   189,830  250,095  250,095   353,617    815,395   815,395    918,916

   35       5,000  474,182   82,933   82,933   186,454  315,953  315,953   419,474  1,345,723 1,345,723  1,449,244
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       36
<PAGE>   40

                             DEATH BENEFIT OPTION 2
                $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>      <C>    <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1       5,000    5,250    4,190    3,035   107,712    4,454    3,299   107,975      4,718     3,563    108,240

    2       5,000   10,763    8,294    7,139   111,815    9,081    7,926   112,602      9,899     8,744    113,420

    3       5,000   16,551   12,310   11,155   115,831   13,885   12,730   117,406     15,588    14,433    119,109

    4       5,000   22,628   16,236   15,139   119,757   18,872   17,774   122,393     21,836    20,738    125,357

    5       5,000   29,010   20,071   19,031   123,592   24,046   23,006   127,567     28,696    27,657    132,217

    6       5,000   35,710   23,810   22,828   127,331   29,411   28,429   132,932     36,229    35,247    139,750

    7       5,000   42,746   27,449   26,524   130,970   34,969   34,045   138,490     44,497    43,572    148,018

    8       5,000   50,133   30,981   30,115   134,502   40,722   39,855   144,243     53,569    52,703    157,090

    9       5,000   57,889   34,401   33,823   137,922   46,669   46,091   150,190     63,521    62,944    167,043

   10       5,000   66,034   37,702   37,702   141,223   52,812   52,812   156,333     74,438    74,438    177,959


   15       5,000  113,287   52,212   52,212   155,734   86,494   86,494   190,015    147,074   147,074    250,595

   20       5,000  173,596   62,484   62,484   166,006  124,795  124,795   228,316    262,182   262,182    365,703

   25       5,000  250,567   66,480   66,480   170,001  166,179  166,179   269,700    444,011   444,011    547,533

   30       5,000  348,804   60,784   60,784   164,305  207,038  207,038   310,559    730,526   730,526    834,047

   35       5,000  474,182   39,678   39,678   143,200  239,845  239,845   343,367  1,180,535 1,180,535  1,284,056
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       37
<PAGE>   41

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM: $301,625 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>      <C>    <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1      20,000   21,000   17,264   12,656   301,625   18,337   13,730   301,625     19,412    14,804    301,625

    2      20,000   43,050   34,270   29,663   301,625   37,495   32,888   301,625     40,849    36,241    301,625

    3      20,000   66,203   51,040   46,432   301,625   57,533   52,926   301,625     64,554    59,947    301,625

    4      20,000   90,513   67,571   63,194   301,625   78,496   74,119   301,625     90,781    86,404    301,625

    5      20,000  116,038   83,848   79,702   301,625  100,418   96,271   301,625    119,800   115,653    301,625

    6           0  121,840   81,238   77,321   301,625  103,599   99,683   301,625    131,061   127,144    301,625

    7           0  127,932   78,526   74,840   301,625  106,834  103,148   301,625    143,482   139,796    301,625

    8           0  134,329   75,683   72,227   301,625  110,107  106,651   301,625    157,188   153,732    301,625

    9           0  141,045   72,697   70,393   301,625  113,415  111,111   301,625    172,339   170,035    301,625

   10           0  148,097   69,573   69,573   301,625  116,772  116,772   301,625    189,125   189,125    301,625


   15           0  189,014   50,302   50,302   301,625  133,452  133,452   301,625    305,121   305,121    353,940

   20           0  241,235   20,256   20,256   301,625  147,984  147,984   301,625    495,714   495,714    530,414

   25           0  307,884      (*)      (*)       (*)  156,658  156,658   301,625    807,583   807,583    847,963

   30           0  392,947      (*)      (*)       (*)  152,132  152,132   301,625  1,309,482 1,309,482  1,374,956

   35           0  501,511      (*)      (*)       (*)  113,037  113,037   301,625  2,107,488 2,107,488  2,212,862
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       38
<PAGE>   42

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM: $301,625 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>      <C>    <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1      20,000   21,000   16,124   11,517   301,625   17,163   12,556   301,625     18,203    13,596    301,625

    2      20,000   43,050   31,930   27,323   301,625   35,021   30,413   301,625     38,238    33,631    301,625

    3      20,000   66,203   47,434   42,826   301,625   53,629   49,022   301,625     60,337    55,730    301,625

    4      20,000   90,513   62,640   58,263   301,625   73,041   68,664   301,625     84,757    80,380    301,625

    5      20,000  116,038   77,553   73,406   301,625   93,314   89,168   301,625    111,795   107,648    301,625

    6           0  121,840   73,390   69,474   301,625   94,605   90,689   301,625    120,757   116,841    301,625

    7           0  127,932   68,908   65,222   301,625   95,675   91,990   301,625    130,526   126,841    301,625

    8           0  134,329   64,044   60,588   301,625   96,469   93,013   301,625    141,192   137,736    301,625

    9           0  141,045   58,729   56,425   301,625   96,924   94,621   301,625    152,864   150,560    301,625

   10           0  148,097   52,891   52,891   301,625   96,979   96,979   301,625    165,682   165,682    301,625


   15           0  189,014   12,832   12,832   301,625   88,519   88,519   301,625    254,664   254,664    301,625

   20           0  241,235      (*)      (*)       (*)   50,827   50,827   301,625    407,725   407,725    436,266

   25           0  307,884      (*)      (*)       (*)      (*)      (*)       (*)    656,618   656,618    689,449

   30           0  392,947      (*)      (*)       (*)      (*)      (*)       (*)  1,045,166 1,045,166  1,097,424

   35           0  501,511      (*)      (*)       (*)      (*)      (*)       (*)  1,633,008 1,633,008  1,714,658
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       39
<PAGE>   43


                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM: $271,462 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                              0.00% HYPOTHETICAL           6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                            -----------------------      -----------------------         -----------------------
              ANNUAL                   NET     NET                  NET       NET                  NET        NET
             PREMIUMS        ACCUM    SURR    DEATH     ACCUM      SURR      DEATH      ACCUM     SURR       DEATH
 YEAR     PAID     AT 5%     VALUE    VALUE  BENEFIT    VALUE      VALUE    BENEFIT     VALUE     VALUE     BENEFIT
  <S>    <C>       <C>     <C>      <C>      <C>      <C>        <C>       <C>        <C>       <C>        <C>      
   1     20,000    21,000   17,315   13,169  288,778     18,389     14,242   289,851     19,462    15,316    290,924
                                                                                                                    
   2     20,000    43,050   34,298   30,151  305,760     37,514     33,368   308,976     40,859    36,713    312,321
                                                                                                                    
   3     20,000    66,203   50,958   46,812  322,420     57,417     53,270   328,879     64,399    60,253    335,861
                                                                                                                    
   4     20,000    90,513   67,284   63,345  338,746     78,115     74,176   349,577     90,289    86,350    361,751
                                                                                                                    
   5     20,000   116,038   83,244   79,512  354,706     99,606     95,874   371,068    118,734   115,003    390,196
                                                                                                                    
   6     20,000   142,840   98,848   95,323  370,310    121,933    118,408   393,395    150,010   146,485    421,472
                                                                                                                    
   7     20,000   170,982  114,088  110,771  385,550    145,118    141,801   416,580    184,395   181,078    455,857
                                                                                                                    
   8     20,000   200,531  128,937  125,827  400,399    169,168    166,058   440,630    222,182   219,072    493,644
                                                                                                                    
   9     20,000   231,558  143,388  141,315  414,850    194,110    192,037   465,573    263,713   261,640    535,175
                                                                                                                    
  10     20,000   264,136  157,457  157,457  428,919    219,995    219,995   491,457    309,390   309,390    580,852
                                                                                                                    
                                                                                                                    
  15     20,000   453,150  222,597  222,597  494,059    365,689    365,689   637,151    617,656   617,656    889,118
                                                                                                                    
  20     20,000   694,385  272,515  272,515  543,977    535,079    535,079   806,541  1,110,051 1,110,051  1,381,513
                                                                                                                    
  25     20,000 1,002,269  301,888  301,888  573,350    726,726    726,726   998,188  1,896,663 1,896,663  2,168,125
                                                                                                                    
  30     20,000 1,395,216  303,598  303,598  575,060    936,340    936,340 1,207,802  3,155,554 3,155,554  3,427,016
                                                                                                                    
  35     20,000 1,896,726  265,322  265,322  536,785  1,152,173  1,152,173 1,423,635  5,172,205 5,172,205  5,443,667
</TABLE>                                    

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       40
<PAGE>   44


                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM: $271,462 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
  <S>    <C>     <C>        <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1    20,000     21,000   16,227   12,081   287,689   17,265   13,119   288,727     18,305    14,158    289,767

    2    20,000     43,050   32,001   27,855   303,463   35,077   30,931   306,539     38,279    34,133    309,741

    3    20,000     66,203   47,315   43,168   318,777   53,447   49,300   324,909     60,083    55,937    331,545

    4    20,000     90,513   62,148   58,208   333,610   72,371   68,432   343,833     83,880    79,941    355,342

    5    20,000    116,038   76,472   72,740   347,934   91,841   88,109   363,303    109,841   106,109    381,303

    6    20,000    142,840   90,260   86,736   361,722  111,845  108,320   383,307    138,155   134,631    409,617

    7    20,000    170,982  103,481  100,164   374,943  132,366  129,048   403,828    169,027   165,710    440,489

    8    20,000    200,531  116,084  112,974   387,546  153,368  150,258   424,830    202,663   199,553    474,125

    9    20,000    231,558  128,019  125,946   399,481  174,814  172,741   446,276    239,289   237,215    510,751

  10     20,000    264,136  139,241  139,241   410,703  196,665  196,665   468,127    279,158   279,158    550,620


  15     20,000    453,150  183,137  183,137   454,599  310,664  310,664   582,126    538,135   538,135    809,597

  20     20,000    694,385  199,367  199,367   470,829  424,645  424,645   696,107    931,423   931,423  1,202,885

  25     20,000  1,002,269  173,089  173,089   444,551  519,208  519,208   790,670  1,522,995 1,522,995  1,794,457

  30     20,000  1,395,216   85,472   85,472   356,934  564,803  564,803   836,265  2,412,295 2,412,295  2,683,757

  35     20,000  1,896,726      (*)      (*)       (*)  508,035  508,035   779,497  3,743,035 3,743,035  4,014,497
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       41
<PAGE>   45


                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM: $205,135 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>     <C>     <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1      20,000   21,000   16,662   11,776   205,135   17,719   12,833   205,135     18,777    13,891    205,135

    2      20,000   43,050   33,069   28,182   205,135   36,233   31,347   205,135     39,527    34,641    205,135

    3      20,000   66,203   49,244   44,357   205,135   55,617   50,731   205,135     62,515    57,628    205,135

    4      20,000   90,513   65,196   60,554   205,135   75,938   71,296   205,135     88,033    83,391    205,135

    5      20,000  116,038   80,959   76,561   205,135   97,301   92,903   205,135    116,452   112,054    205,135

    6           0  121,840   77,723   73,569   205,135   99,848   95,694   205,135    127,095   122,942    205,135

    7           0  127,932   74,239   70,330   205,135  102,355   98,446   205,135    138,902   134,993    205,135

    8           0  134,329   70,481   66,816   205,135  104,820  101,155   205,135    152,058   148,393    205,135

    9           0  141,045   66,412   63,969   205,135  107,233  104,789   205,135    166,781   164,338    205,135

   10           0  148,097   61,968   61,968   205,135  109,570  109,570   205,135    183,331   183,331    205,135


   15           0  189,014   31,852   31,852   205,135  119,596  119,596   205,135    298,217   298,217    313,128

   20           0  241,235      (*)      (*)       (*)  124,571  124,571   205,135    483,309   483,309    507,475

   25           0  307,884      (*)      (*)       (*)  116,660  116,660   205,135    777,598   777,598    816,478

   30           0  392,947      (*)      (*)       (*)   69,392   69,392   205,135  1,254,729 1,254,729  1,267,276
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       42
<PAGE>   46

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM: $205,135 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL           12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                             -----------------------     -----------------------      -----------------------
               ANNUAL                   NET      NET                NET      NET                NET      NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM    SURR     DEATH
  YEAR      PAID    AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT
   <S>     <C>     <C>       <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>       <C>
    1      20,000   21,000   14,246    9,360   205,135   15,232   10,345   205,135   16,220   11,333   205,135

    2      20,000   43,050   28,190   23,304   205,135   31,083   26,196   205,135   34,101   29,214   205,135

    3      20,000   66,203   41,869   36,982   205,135   47,649   42,762   205,135   53,926   49,039   205,135

    4      20,000   90,513   55,315   50,673   205,135   65,038   60,395   205,135   76,035   71,393   205,135

    5      20,000  116,038   68,559   64,161   205,135   83,376   78,978   205,135  100,842   96,444   205,135

    6           0  121,840   62,392   58,239   205,135   82,423   78,270   205,135  107,314  103,161   205,135

    7           0  127,932   55,478   51,569   205,135   80,863   76,953   205,135  114,315  110,406   205,135

    8           0  134,329   47,639   43,974   205,135   78,542   74,877   205,135  121,924  118,259   205,135

    9           0  141,045   38,662   36,219   205,135   75,280   72,837   205,135  130,259  127,816   205,135

   10           0  148,097   28,308   28,308   205,135   70,866   70,866   205,135  139,492  139,492   205,135


   15           0  189,014      (*)      (*)       (*)   20,594   20,594   205,135  210,508  210,508   221,033

   20           0  241,235      (*)      (*)       (*)      (*)      (*)       (*)  334,683  334,683   351,417

   25           0  307,884      (*)      (*)       (*)      (*)      (*)       (*)  522,536  522,536   548,663

   30           0  392,947      (*)      (*)       (*)      (*)      (*)       (*)  822,214  822,214   830,436
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       43
<PAGE>   47

                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM: $194,739 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                                0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                              GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                              -----------------------     -----------------------       -----------------------
               ANNUAL                   NET       NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR      DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR    PAID      AT 5%     VALUE    VALUE    BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>   <C>      <C>       <C>      <C>        <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1    20,000      21,000  16,590   11,951    211,329   17,640   13,001   212,378     18,691    14,052    213,429

    2    20,000      43,050  32,739   28,100    227,478   35,861   31,222   230,600     39,110    34,471    233,848

    3    20,000      66,203  48,438   43,799    243,176   54,674   50,035   249,413     61,421    56,782    256,160

    4    20,000      90,513  63,650   59,243    258,388   74,062   69,655   268,800     85,777    81,370    280,516

    5    20,000     116,038  78,365   74,190    273,104   94,033   89,858   288,772    112,375   108,200    307,113

    6    20,000     142,840  92,575   88,632    287,314  114,598  110,655   309,337    141,430   137,487    336,169

    7    20,000     170,982 106,229  102,518    300,968  135,725  132,014   330,463    173,140   169,429    367,878

    8    20,000     200,531 119,318  115,839    314,057  157,420  153,941   352,159    207,763   204,283    402,501

    9    20,000     231,558 131,818  129,499    326,557  179,679  177,360   374,418    245,570   243,250    440,308

  10     20,000     264,136 143,679  143,679    338,418  202,465  202,465   397,204    286,832   286,832    481,570


  15     20,000     453,150 194,185  194,185    388,923  325,907  325,907   520,645    560,009   560,009    754,747

  20     20,000     694,385 222,863  222,863    417,602  458,755  458,755   653,493    984,612   984,612  1,179,350

  25     20,000   1,002,269 221,007  221,007    415,746  591,716  591,716   786,454  1,644,837 1,644,837  1,839,576

  30     20,000   1,395,216 177,841  177,841    372,579  709,795  709,795   904,533  2,674,794 2,674,794  2,869,533
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       44
<PAGE>   48

                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM: $194,739 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL          6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                             GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                             -----------------------     -----------------------       -----------------------
               ANNUAL                   NET      NET                NET      NET                 NET        NET
              PREMIUMS        ACCUM    SURR     DEATH     ACCUM    SURR     DEATH     ACCUM     SURR       DEATH
  YEAR    PAID      AT 5%     VALUE    VALUE   BENEFIT    VALUE    VALUE   BENEFIT    VALUE     VALUE     BENEFIT
   <S>   <C>     <C>        <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>        <C>
    1    20,000     21,000   14,105    9,466   208,844   15,075   10,436   209,814     16,048    11,409    210,786

    2    20,000     43,050   27,547   22,908   222,286   30,350   25,712   225,089     33,274    28,635    228,013

    3    20,000     66,203   40,300   35,661   235,038   45,799   41,160   240,537     51,765    47,126    246,504

    4    20,000     90,513   52,328   47,921   247,067   61,382   56,975   256,121     71,606    67,199    266,345

    5    20,000    116,038   63,581   59,406   258,319   77,043   72,868   271,781     92,872    88,697    287,611

    6    20,000    142,840   73,987   70,044   268,725   92,700   88,757   287,439    115,626   111,683    310,365

    7    20,000    170,982   83,457   79,746   278,196  108,251  104,540   302,989    139,915   136,204    334,654

    8    20,000    200,531   91,879   88,400   286,618  123,559  120,080   318,298    165,767   162,288    360,505

    9    20,000    231,558   99,142   96,822   293,880  138,485  136,165   333,223    193,210   190,891    387,949

  10     20,000    264,136  105,152  105,152   299,891  152,898  152,898   347,636    222,295   222,295    417,034


  15     20,000    453,150  114,213  114,213   308,951  213,356  213,356   408,094    395,671   395,671    590,409

  20     20,000    694,385   77,390   77,390   272,129  236,856  236,856   431,594    621,075   621,075    815,813

  25     20,000  1,002,269      (*)      (*)       (*)  184,640  184,640   379,378    897,620   897,620  1,092,358

  30     20,000  1,395,216      (*)      (*)       (*)    8,119    8,119   202,858  1,224,398 1,224,398  1,419,137
</TABLE>

(1)    ASSUMES NO POLICY LOANS HAVE BEEN MADE.
(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

(*)    UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       45
<PAGE>   49

                          Independent Auditors' Report

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

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account as of December 31,
1994, and the related statements of operations and changes in contract owners'
equity for each of the years in the three year period 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 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, 1994, by correspondence with
the custodian and the transfer agents of the underlying mutual funds. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nationwide VLI Separate
Account-2 as of December 31, 1994, and the results of its operations and its
changes in contract owners' equity for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.

      Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
February 3, 1995


                                       46




<PAGE>   50
                        NATIONWIDE VLI SEPARATE ACCOUNT
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1994


<TABLE>
<S>                                                                                     <C>
ASSETS:
   Investments in American Capital Life
     Investment Trust, at market value:
     Common Stock Portfolio
       1,811,894 shares (cost $22,508,364)  . . . . . . . . . . . . . . . . . . . . .   $  22,449,361
     Domestic Strategic Income Portfolio
       438,088 shares (cost $3,697,219)   . . . . . . . . . . . . . . . . . . . . . .       3,219,945
     Government Portfolio
       6,647,977 shares (cost $58,401,724)  . . . . . . . . . . . . . . . . . . . . .      55,045,249
     Money Market Portfolio
       11,106,155 shares (cost $11,106,155) . . . . . . . . . . . . . . . . . . . . .      11,106,155
     Multiple Strategy Portfolio
       2,119,515 shares (cost $23,337,191)  . . . . . . . . . . . . . . . . . . . . .      21,173,955
                                                                                        -------------
          Total assets    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     112,994,665

ACCOUNTS PAYABLE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,453
                                                                                        -------------
CONTRACT OWNERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 112,992,212
                                                                                        =============
</TABLE>

Contract owners' equity represented by:

<TABLE>
<CAPTION>
                                                          UNITS        UNIT VALUE
                                                          -----        ----------
<S>                                                    <C>            <C>               <C>
Single Premium contracts issued prior to
April 16, 1990:
   Common Stock Sub-account   . . . . . . . .          1,332,602      $ 16.580891       $  22,095,729
   Domestic Strategic Income
   Sub-account  . . . . . . . . . . . . . . .            222,296        14.336077           3,186,853
   Government Sub-account   . . . . . . . . .          3,365,427        16.344365          55,005,767
   Money Market Sub-account   . . . . . . . .            731,709        15.022875          10,992,373
   Multiple Strategy Sub-account  . . . . . .          1,270,683        16.538427          21,015,098
Single Premium contracts issued on or after
April 16, 1990:
   Common Stock Sub-account   . . . . . . . .             17,020        15.720497             267,563
   Domestic Strategic Income
   Sub-account  . . . . . . . . . . . . . . .              2,315        14.272889              33,042
   Government Sub-account   . . . . . . . . .              2,896        12.480782              36,144
   Money Market Sub-account   . . . . . . . .             10,307        11.189053             115,326
   Multiple Strategy Sub-account  . . . . . .              5,237        14.311997              74,952
Multiple Payment Contracts and Flexible
Premium Contracts:
   Common Stock Sub-account   . . . . . . . .              6,429        13.346462              85,804
   Multiple Strategy Sub-account  . . . . . .              6,546        12.765144              83,561
                                                       =========      ===========       -------------
                                                                                        $ 112,992,212
                                                                                        =============
</TABLE>


See accompanying notes to financial statements.


                                      47
<PAGE>   51

                        NATIONWIDE VLI SEPARATE ACCOUNT
        STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
                                                                  1994              1993             1992
                                                              ------------      -----------       -----------
<S>                                                           <C>               <C>               <C>
INVESTMENT ACTIVITY:
   Reinvested capital gains and dividends (note 1c)  . . . .  $  9,791,294        8,172,407         8,243,494
                                                              ------------      -----------       -----------
   Gain (loss) on investments:
     Proceeds from redemptions of mutual
     fund shares . . . . . . . . . . . . . . . . . . . . . .    22,040,399       23,152,130        30,378,253
     Cost of mutual fund shares sold . . . . . . . . . . . .   (20,667,556)     (20,977,882)      (28,706,186)
                                                              ------------      -----------       -----------
     Realized gain on investments  . . . . . . . . . . . . .     1,372,843        2,174,248         1,672,067
     Change in unrealized (loss) on investments  . . . . . .   (15,672,902)        (360,705)       (1,920,746)
                                                              ------------      -----------       -----------
       Net gain (loss) on investments  . . . . . . . . . . .   (14,300,059)       1,813,543          (248,679)
                                                              ------------      -----------       -----------
                   Net investment activity . . . . . . . . .    (4,508,765)       9,985,950         7,994,815
                                                              ------------      -----------       -----------

EQUITY TRANSACTIONS:
   Purchase payments from contract owners  . . . . . . . . .        25,229           19,352           355,356
   Surrenders (note 2d)  . . . . . . . . . . . . . . . . . .    (9,547,706)      (9,817,586)      (11,644,419)
   Death benefits (note 4) . . . . . . . . . . . . . . . . .    (1,196,526)      (1,033,549)         (740,759)
   Policy loans (net of repayments) (note 5)   . . . . . . .     1,817,775         (226,605)         (215,486)
                                                              ------------      -----------       -----------
                   Net equity transactions . . . . . . . . .    (8,901,228)     (11,058,388)      (12,245,308)
                                                              ------------      -----------       -----------

EXPENSES:
   Deductions for surrender charges (note 2d)  . . . . . . .      (377,936)        (421,375)         (571,071)
   Redemptions to pay cost of insurance charges
     and administrative charges (notes 2b and 2c)  . . . . .    (2,043,874)      (2,027,161)       (2,206,981)
   Deductions for asset charges (note 3)   . . . . . . . . .    (1,135,456)      (1,270,553)       (1,291,322)
                                                              ------------      -----------       -----------
                   Total expenses  . . . . . . . . . . . . .    (3,557,266)      (3,719,089)       (4,069,374)
                                                              ------------      -----------       -----------

NET CHANGE IN CONTRACT OWNERS' EQUITY  . . . . . . . . . . .   (16,967,259)      (4,791,527)       (8,319,867)
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD  . . . . . . . .   129,959,471      134,750,998       143,070,865
                                                              ------------      -----------       -----------
CONTRACT OWNERS' EQUITY END OF PERIOD  . . . . . . . . . . .  $112,992,212      129,959,471       134,750,998
                                                              ============      ===========       ===========
</TABLE>

See accompanying notes to financial statements.

                                       48
<PAGE>   52

                        NATIONWIDE VLI SEPARATE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1994, 1993 AND 1992


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a)  ORGANIZATION
         The Nationwide VLI Separate Account ("Separate Account") was
         established pursuant to a resolution of the Board of Directors of
         Nationwide Life Insurance Company (the Company) on August 8, 1984. The
         Separate Account has been registered as a unit investment trust under
         the Investment Company Act of 1940 and consists of five sub-accounts.
         Assets of each sub- account are invested at net asset value in shares
         of corresponding mutual fund portfolios offered by American Capital
         Life Investment Trust. The funds consist of Common Stock, Domestic
         Strategic Income (formerly Corporate Bond), Government, Money Market
         and Multiple Strategy Portfolios. At December 31, 1994, contract
         owners have invested in all of the above funds.

    (b)  THE CONTRACTS
         Prior to December 31, 1990, only single premium life insurance
         contracts without a front-end sales charge, but with a contingent
         deferred sales charge and certain other fees, were offered for
         purchase. Beginning December 31, 1990, multiple payment life insurance
         contracts and flexible premium life insurance contracts with a
         front-end sales charge, a contingent deferred sales charge and certain
         other fees, are offered for purchase. See note 2 for a discussion of
         policy charges.

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

    (c)  SECURITY VALUATION, TRANSACTIONS AND RELATED INVESTMENT INCOME
         The market value of investments is based on the closing net asset
         value per share at December 31, 1994. Fund purchases and sales are
         accounted for on the trade date (date the order to buy or sell is
         executed). The cost of investments sold is determined on a specific
         identification basis, and dividends (which include capital gain
         distributions) are accrued as of the ex-dividend date.

    (d)  FEDERAL INCOME TAXES
         Operations of the Account form a part of, and are taxed with,
         operations of the Company, which is taxed as a life insurance company
         under the provisions of the Internal Revenue Code.

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

                                       49
<PAGE>   53

2.  POLICY CHARGES

    (a)  DEDUCTIONS FROM PREMIUMS
         On multiple payment contracts and flexible premium contracts, the
         Company deducts a charge for state premium taxes equal to 2.5% of all
         premiums received to cover the payment of these premium taxes. The
         Company also deducts a sales load from each premium payment received
         not to exceed 3.5% of each premium payment. The Company may at its
         sole discretion reduce this sales loading.

    (b)  COST OF INSURANCE
         A cost of insurance charge is assessed monthly against each contract
         by liquidating units. The amount of the charge is based upon age, sex,
         rate class and net amount at risk (death benefit less total contract
         value).

    (c)  ADMINISTRATIVE CHARGES
         For single premium contracts, the Company deducts an annual
         administrative charge which is determined as follows:

         Contracts issued prior to April 16, 1990:

                 Purchase payments totalling less than $25,000 - $10/month
                 Purchase payments totalling $25,000 or more - none

         Contracts issued on or after April 16, 1990:

                 Purchase payments totalling less than $25,000 - $90/year
                      ($65/year in New York)
                 Purchase payments totalling $25,000 or more - $50/year

         For multiple payment contracts the Company currently deducts a monthly
         administrative charge of $5 (may deduct up to $7.50, maximum) to
         recover policy maintenance, accounting, record keeping and other
         administrative expenses.

         For flexible premium contracts, the Company currently deducts a
         monthly administrative charge of $25 during the first policy year and
         $5 per month thereafter (may deduct up to $7.50, maximum) to recover
         policy maintenance, accounting, record keeping and other
         administrative expenses. Additionally, the Company deducts an increase
         charge of $2.04 per year per $1,000 applied to any increase in the
         specified amount during the first 12 months after the increase becomes
         effective.  

         The above charges are assessed against each contract by
         liquidating units.

    (d)  SURRENDERS
         Policy surrenders result in a redemption of the contract value from
         the Separate Account and payment of the surrender proceeds to the
         contract owner or designee. The surrender proceeds consist of the
         contract value, less any outstanding policy loans, and less a
         surrender charge, if applicable. The charge is determined according to
         contract type.

         For single premium contracts, the charge is determined based upon a
         specified percentage of the original purchase payment.  For single
         premium contracts issued prior to April 16, 1990, the charge is 8% in
         the first year and declines to 0% after the ninth year. For single
         premium contracts issued on or after April 16, 1990, the charge is
         8.5% in the first year and declines to 0% after the ninth year.

         For multiple payment contracts and flexible premium contracts, the
         amount charged is based upon a specified percentage of the initial
         surrender charge, which varies by issue age, sex and rate class. The
         charge is 100% of the initial surrender charge in the first year, with
         certain exceptions, declining to 0% after the ninth year.

         The Company may waive the surrender charge for certain contracts in
         which the sales expenses normally associated with the distribution of
         a contract are not incurred.

                                       50
<PAGE>   54

3.  ASSET CHARGES

         For single premium contracts, the Company deducts a charge from the
         contract to cover mortality and expense risk charges related to
         operations, and to recover policy maintenance and premium tax charges.
         For contracts issued prior to April 16, 1990, the charge is equal to
         an annual rate of .95% during the first ten policy years, and .50%
         thereafter. A reduction of charges on these contracts is possible in
         policy years six through ten for those contracts achieving certain
         investment performance criteria; for contracts issued on or after
         April 16, 1990, the charge is equal to an annual rate of 1.30% during
         the first ten policy years, and 1.00% thereafter.

         For multiple payment contracts and flexible premium contracts, the
         Company deducts a charge equal to an annual rate of .80%, with certain
         exceptions, to cover mortality and expense risk charges related to
         operations.

         The above charges are assessed through the daily unit value
         calculation.

4.  DEATH BENEFITS

         Death benefits result in a redemption of the contract value from the
         Separate Account and payment of the death benefit proceeds, less any
         outstanding policy loans and policy charges, to the legal beneficiary.
         The excess of the death benefit proceeds over the contract value on
         the date of death is paid by the Company's general account.

5.  POLICY LOANS (NET OF REPAYMENTS)

         Contract provisions allow contract owners to borrow up to 90% (50%
         during first year of single premium contracts) of a policy's cash
         surrender value. For single premium contracts issued prior to April
         16, 1990, 6.5% interest is due and payable annually in advance. For
         single premium contracts issued on or after April 16, 1990, multiple
         payment contracts and flexible premium contracts, 6% interest is due
         and payable in advance on the policy anniversary when there is a loan
         outstanding on the policy.

         At the time the loan is granted, the amount of the loan is transferred
         from the Account to the Company's general account as collateral for
         the outstanding loan. Collateral amounts in the general account are
         credited with the stated rate of interest in effect at the time the
         loan is made, subject to a guaranteed minimum rate. Loan repayments
         result in a transfer of collateral, including interest, back to the
         Account.

6.  SCHEDULE I

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

              -  Beginning unit value - Jan. 1

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

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

              -  Asset charges
                 (This amount reflects the decrease in the unit value due to
                 the charges discussed in note 3.)

              -  Ending unit value - Dec. 31

              -  Percentage increase (decrease) in unit value.


                                       51
<PAGE>   55

SCHEDULE I

                        NATIONWIDE VLI SEPARATE ACCOUNT

            SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
                                                           DOMESTIC
                                            COMMON        STRATEGIC                       MONEY        MULTIPLE
                                             STOCK          INCOME      GOVERNMENT       MARKET        STRATEGY
                                          SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                          -----------    -----------    -----------    -----------    -----------

<S>                                        <C>            <C>            <C>            <C>            <C>
1994
  Beginning unit value - Jan. 1            $17.325425     15.127964      17.301801      14.623465      17.329774
- -----------------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains     1.976086      1.490981       1.062855        .539516       1.995739
- -----------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    (2.559308)    (2.144766)     (1.862740)       .000000      (2.627910)
- -----------------------------------------------------------------------------------------------------------------
  Asset charges                              (.161312)     (.138102)      (.157551)      (.140106)      (.159176)
- -----------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31              $16.580891     14.336077      16.344365      15.022875      16.538427
- -----------------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                            (4)%           (5)%          (6)%            3%            (5)%
=================================================================================================================

1993
  Beginning unit value - Jan. 1            $16.049449     13.129409      16.194306      14.379569      16.243698
- -----------------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains      .988860      1.177277       1.044833        .381680       1.376516
- -----------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                      .443906       .958277        .225301        .000000       (.130378)
- -----------------------------------------------------------------------------------------------------------------
  Asset charges                              (.156790)     (.136999)      (.162639)      (.137784)      (.160062)
- -----------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31              $17.325425     15.127964      17.301801      14.623465      17.329774
- -----------------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                             8%            15%            7%             2%             7%
=================================================================================================================

1992
  Beginning unit value - Jan. 1            $15.075503     11.782407      15.462914      14.044611      15.285401
- -----------------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains      .256106      1.060446       1.144304        .470345       1.286725
- -----------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                      .859833       .405694       (.263283)       .000000       (.183793)
- -----------------------------------------------------------------------------------------------------------------
  Asset charges                              (.141993)     (.119138)      (.149629)      (.135387)      (.144635)
- -----------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31              $16.049449     13.129409      16.194306      14.379569      16.243698
- -----------------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                             6%            11%            5%             2%             6%
=================================================================================================================

</TABLE>                                                  

*An annualized rate of return cannot be determined as asset charges do not
include the policy charges discussed in note 2.
        


                                       52
<PAGE>   56

SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
                                                           DOMESTIC
                                            COMMON        STRATEGIC                       MONEY         MULTIPLE
                                             STOCK          INCOME       GOVERNMENT       MARKET        STRATEGY
                                          SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                          -----------     -----------    -----------    -----------    -----------

<S>                                       <C>             <C>             <C>            <C>            <C>
1994
  Beginning unit value - Jan. 1           $16.483852      15.113958       13.258615      10.929642      15.049256
- ------------------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains    1.874048       1.484668         .813111        .402452       1.727365
- ------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                   (2.427739)     (2.137258)      (1.425714)       .000000      (2.275800)
- ------------------------------------------------------------------------------------------------------------------
  Asset charges                             (.209664)      (.188479)       (.165230)      (.143041)      (.188824)
- ------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $15.720497      14.272889       12.480782      11.189053      14.311997
- ------------------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                           (5)%           (6)%            (6)%             2%            (5)%
==================================================================================================================

1993
  Beginning unit value - Jan. 1           $15.324267      13.163967       12.453930      10.785653      14.156355
- ------------------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains     .941020       1.176441         .802266        .285158       1.195810
- ------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                     .423067        .961164         .173553        .000000       (.112372)
- ------------------------------------------------------------------------------------------------------------------
  Asset charges                             (.204502)      (.187614)       (.171134)      (.141169)      (.190537)
- ------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $16.483852      15.113958       13.258615      10.929642      15.049256
- ------------------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                            8%             15%             6%              1%             6%
==================================================================================================================

1992
  Beginning unit value - Jan. 1           $14.447105      11.856724       11.935067      10.573044      13.370037
- ------------------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains     .244625       1.063438         .881812        .353474       1.121604
- ------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                     .820593        .409497        (.203342)       .000000       (.160439)
- ------------------------------------------------------------------------------------------------------------------
  Asset charges                             (.188056)      (.165692)       (.159607)      (.140865)      (.174847)
- ------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $15.324267      13.163967       12.453930      10.785653      14.156355
- ------------------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                            6%             11%             4%              2%             6%
==================================================================================================================
</TABLE>

* An annualized rate of return cannot be determined as asset charges do not
  include the policy charges discussed in note 2.
        

                                       53
<PAGE>   57

SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT

           MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<TABLE>
<CAPTION>
                                                          COMMON           MULTIPLE
                                                           STOCK           STRATEGY
                                                        SUB-ACCOUNT      SUB-ACCOUNT
                                                        -----------      -----------

         <S>                                            <C>               <C>
         1994**
               Beginning unit value - Jan. 1            $13.924920        13.355954
         ---------------------------------------------------------------------------
               Reinvested dividends and capital gains     1.590429         1.540293
         ---------------------------------------------------------------------------
               Unrealized gain (loss)                    (2.059623)       (2.027726)
         ---------------------------------------------------------------------------
               Asset charges                              (.109264)        (.103377)
         ---------------------------------------------------------------------------
               Ending unit value - Dec. 31              $13.346462        12.765144
         ---------------------------------------------------------------------------
               Percentage increase (decrease)
                  in unit value*                            (4)%             (4)%
         ===========================================================================

         1993**
               Beginning unit value - Jan. 1            $12.880252        12.500360
         ---------------------------------------------------------------------------
               Reinvested dividends and capital gains      .794704         1.060708
         ---------------------------------------------------------------------------
               Unrealized gain (loss)                      .356007         (.101308)
         ---------------------------------------------------------------------------
               Asset charges                              (.106043)        (.103806)
         ---------------------------------------------------------------------------
               Ending unit value - Dec. 31              $13.924920        13.355954
         ---------------------------------------------------------------------------
               Percentage increase (decrease)
                   in unit value*                             8%               7%
         ===========================================================================

         1992**
               Beginning unit value - Jan. 1            $12.080925        11.745696
         ---------------------------------------------------------------------------
               Reinvested dividends and capital gains      .205505          .990121
         ---------------------------------------------------------------------------
               Unrealized gain (loss)                      .690167         (.141352)
         ---------------------------------------------------------------------------
               Asset charges                              (.096345)        (.094105)
         ---------------------------------------------------------------------------
               Ending unit value - Dec. 31              $12.880252        12.500360
         ---------------------------------------------------------------------------
               Percentage increase (decrease)
                   in unit value*                             7%               6%
         ===========================================================================
</TABLE>

**An annualized rate of return cannot be determined as asset charges do not 
  include the policy charges discussed in note 2.
**No other investment options were utilized.


See accompanying independent auditors' report.


             Nationwide(R) is a registered federal service mark of
                      Nationwide Mutual Insurance Company


                                       54


<PAGE>   58
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Nationwide Life Insurance Company:


We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company (a wholly owned subsidiary of Nationwide Corporation) and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, shareholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1994.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

Participating insurance and the related surplus are discussed in note 13.  The
Company and its counsel are of the opinion that the ultimate ownership of the
participating surplus in excess of the contemplated equitable policyholder
dividends belongs to the shareholder.  The accompanying consolidated financial
statements are presented on such basis.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles.

As discussed in note 2 to the consolidated financial statements, in 1994 the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for
Certain Investments in Debt and Equity Securities.

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



                                                       KPMG Peat Marwick LLP

Columbus, Ohio
February 27, 1995





                                       55
<PAGE>   59
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

<TABLE>
                          Consolidated Balance Sheets

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

<CAPTION>
                                     Assets                                                1994                1993
                                     ------                                             -----------         ----------  
<S>                                                                                     <C>                <C>
Investments (notes 5, 8 and 9):
   Securities available-for-sale, at fair value:
      Fixed maturities (cost $8,318,865 in 1994)                                        $ 8,045,906                 -
      Equity securities (cost $18,373 in 1994; $8,263 in 1993)                               24,713            16,593
   Fixed maturities held-to-maturity, at amortized cost (fair value $3,602,310
      in 1994; $10,886,820 in 1993)                                                       3,688,787        10,120,978
   Mortgage loans on real estate                                                          4,222,284         3,871,560
   Real estate                                                                              252,681           253,831
   Policy loans                                                                             340,491           315,898
   Other long-term investments                                                               63,914           118,490
   Short-term investments (note 14)                                                         131,643            41,797
                                                                                        -----------       -----------
                                                                                         16,770,419        14,739,147
                                                                                        -----------       -----------

Cash                                                                                          7,436            21,835
Accrued investment income                                                                   220,540           190,886
Deferred policy acquisition costs                                                         1,064,159           811,944
Deferred Federal income tax                                                                  36,515                 -
Other assets                                                                                790,603           636,161
Assets held in Separate Accounts (note 8)                                                12,222,461         9,006,388
                                                                                        -----------       -----------
                                                                                        $31,112,133        25,406,361
                                                                                        ===========       ===========

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

Future policy benefits and claims (notes 6 and 8)                                        16,321,461        14,092,255
Policyholders' dividend accumulations                                                       338,058           322,686
Other policyholder funds                                                                     72,770            71,959
Accrued Federal income tax (note 7):
   Current                                                                                   13,126            12,294
   Deferred                                                                                       -            31,659
                                                                                        -----------       -----------
                                                                                             13,126            43,953
                                                                                        -----------       -----------

Other liabilities                                                                           235,778           217,952
Liabilities related to Separate Accounts (note 8)                                        12,222,461         9,006,388
                                                                                        -----------       -----------
                                                                                         29,203,654        23,755,193
                                                                                        -----------       -----------

Shareholder's equity (notes 3, 4, 7 and 13):
   Capital shares, $1 par value.  Authorized 5,000 shares, issued and
     outstanding 3,815 shares                                                                 3,815             3,815
   Paid-in additional capital                                                               622,753           422,753
   Unrealized gains (losses) on securities available-for-sale, net of adjustment
     to deferred policy acquisition costs of $82,525 ($0 in 1993) and net of               
     deferred Federal income tax benefit of $64,425 ($1,583 expense in 1993)               (119,668)            6,747
   Retained earnings                                                                      1,401,579         1,217,853
                                                                                        -----------       -----------
                                                                                          1,908,479         1,651,168
                                                                                        -----------       -----------
Commitments and contingencies (notes 9 and 16)                                          
                                                                                        $31,112,133        25,406,361
                                                                                        ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      56

<PAGE>   60

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

                       Consolidated Statements of Income

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)
<TABLE>
<CAPTION>
                                                                            1994             1993             1992
                                                                         ----------       ----------       ----------
<S>                                                                      <C>              <C>             <C>
Revenues (note 17):
   Traditional life insurance premiums                                   $  209,538          215,715          226,888
   Accident and health insurance premiums                                   324,524          312,655          430,009
   Universal life and investment product policy charges                     239,021          188,057          148,464
   Net investment income (note 5)                                         1,289,501        1,204,426        1,120,157
   Net ceded commissions from disposition of credit life and                                             
     credit accident and health business (note 12)                                -                -           27,115
   Realized gains (losses) on investments (notes 5 and 14)                  (16,384)         113,673          (19,315)
                                                                         ----------       ----------       ----------
                                                                          2,046,200        2,034,526        1,933,318
                                                                         ----------       ----------       ----------
Benefits and expenses:                                                                                   
   Benefits and claims                                                    1,279,763        1,236,906        1,319,735
   Provision for policyholders' dividends on participating                                                
     policies (note 13)                                                      46,061           53,189           61,834
  Amortization of deferred policy acquisition costs                          94,744          102,134           99,197
  Other operating costs and expenses                                        352,402          329,396          321,993
                                                                         ----------       ----------       ----------
                                                                          1,772,970        1,721,625        1,802,759
                                                                         ----------       ----------       ----------
          Income before Federal income tax and cumulative                                                
            effect of changes in accounting principles                      273,230          312,901          130,559
                                                                         ----------       ----------       ----------
                                                                                                         
Federal income tax (note 7):                                                                             
   Current expense                                                           79,847           75,124           47,402
   Deferred expense (benefit)                                                 9,657           31,634          (13,660)
                                                                         ----------       ----------       ----------
                                                                             89,504          106,758           33,742
                                                                         ----------       ----------       ----------
                                                                                                         
          Income before cumulative effect of changes in                                                  
            accounting principles                                           183,726          206,143           96,817
                                                                                                         
Cumulative effect of changes in accounting principles,                                                   
   net of tax (note 3)                                                            -            5,365                -
                                                                         ----------       ----------       ----------
          Net income                                                     $  183,726          211,508           96,817
                                                                         ==========       ==========       ==========

</TABLE>                                                                       

                                                                               
         See accompanying notes to consolidated financial statements.          

                                      57

<PAGE>   61

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

                Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                        Unrealized
                                                                      gains (losses)
                                                        Paid-in       on securities                             Total
                                        Capital       additional      available-for-        Retained        shareholder's
                                         shares         capital         sale, net           earnings           equity
                                       ---------      -----------     --------------       ----------       -------------
<S>                                    <C>            <C>             <C>                  <C>              <C>
1992:
   Balance, beginning of year           $  3,815         311,753              96,048          933,179           1,344,795
   Dividends paid to shareholder               -               -                   -           (5,846)             (5,846)
   Net income                                  -               -                   -           96,817              96,817
   Unrealized losses on equity
     securities, net of deferred
     Federal income tax                        -               -              (5,524)               -              (5,524)
                                       ---------      -----------     --------------       ----------       -------------
   Balance, end of year                 $  3,815         311,753              90,524        1,024,150           1,430,242
                                       =========      ===========     ==============       ==========       =============

1993:
   Balance, beginning of year              3,815         311,753              90,524        1,024,150           1,430,242
   Capital contributions                       -         111,000                   -                -             111,000
   Dividends paid to shareholder               -               -                   -          (17,805)            (17,805)
   Net income                                  -               -                   -          211,508             211,508
   Unrealized losses on equity
     securities, net of deferred
     Federal income tax                        -               -             (83,777)               -             (83,777)
                                       ---------      -----------     --------------       ----------       -------------
   Balance, end of year                 $  3,815         422,753               6,747        1,217,853           1,651,168
                                       =========      ===========     ==============       ==========       =============

1994:
   Balance, beginning of year              3,815         422,753               6,747        1,217,853           1,651,168
   Capital contribution                        -         200,000                   -                -             200,000
   Net income                                  -               -                   -          183,726             183,726
   Adjustment for change in
     accounting for certain
     investments in debt and 
     equity securities, net of
     adjustment to deferred policy          
     acquisition costs and deferred
     Federal income tax (note 3)               -               -             216,915                -             216,915
  Unrealized losses on securities
     available-for-sale, net of
     adjustment to deferred policy
     acquisition costs and deferred
     Federal income tax                        -               -            (343,330)               -            (343,330)
                                       ---------      -----------     --------------       ----------       -------------
  Balance, end of year                 $   3,815         622,753            (119,668)       1,401,579           1,908,479
                                       =========      ===========     ==============       ==========       =============
</TABLE>


                                                                     
See accompanying notes to consolidated financial statements.

                                      58

<PAGE>   62

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

                     Consolidated Statements of Cash Flows

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                              1994             1993             1992
                                                                           ----------       ----------       ----------
<S>                                                                       <C>               <C>              <C>
Cash flows from operating activities:
  Net income                                                               $  183,726          211,508           96,817
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Capitalization of deferred policy acquisition costs                    (264,434)        (191,994)        (177,928)
      Amortization of deferred policy acquisition costs                        94,744          102,134           99,197
      Amortization and depreciation                                             6,207           11,156            5,607
      Realized losses (gains) on invested assets, net                          15,949         (113,648)          19,092
      Deferred Federal income tax benefit                                      (2,166)          (6,006)         (13,105)
      Increase in accrued investment income                                   (29,654)         (4,218)          (11,518)
      (Increase) decrease in other assets                                    (112,566)        (549,277)           6,132
      Increase in policyholder account balances                             1,038,641          509,370           19,087
      Increase in policyholders' dividend accumulations                        15,372           17,316           18,708
      Increase (decrease) in accrued Federal income tax payable                   832           16,838          (15,723)
      Increase in other liabilities                                            17,826           26,958           73,512
      Other, net                                                              (19,303)         (11,745)         (10,586)
                                                                           ----------       ----------       ----------
        Net cash provided by operating activities                             945,174           18,392          109,292
                                                                           ----------       ----------       ----------
                                                                                                                       
Cash flows from investing activities:
  Proceeds from maturity of securities available-for-sale                     579,067                -                -
  Proceeds from sale of securities available-for-sale                         247,876          247,502           27,844
  Proceeds from maturity of fixed maturities held-to-maturity                 516,003        1,192,093        1,030,397
  Proceeds from sale of fixed maturities                                            -           33,959          123,422
  Proceeds from repayments of mortgage loans on real estate                   220,744          146,047          259,659
  Proceeds from sale of real estate                                            46,713           23,587           22,682
  Proceeds from repayments of policy loans and
     sale of other invested assets                                            134,998           59,643           99,189
  Cost of securities available-for-sale acquired                           (2,569,672)         (12,550)         (12,718)
  Cost of fixed maturities held-to-maturity acquired                         (675,835)      (2,016,831)      (2,687,975)
  Cost of mortgage loans on real estate acquired                             (627,025)        (475,336)        (654,403)
  Cost of real estate acquired                                                (15,962)          (8,827)        (137,843)
  Policy loans issued and other invested assets acquired                     (118,012)         (76,491)         (97,491)
                                                                           ----------       ----------       ----------
      Net cash used in investing activities                                (2,261,105)        (887,204)      (2,027,620)
                                                                           ----------       ----------       ----------

Cash flows from financing activities:
  Proceeds from capital contributions                                         200,000          111,000                -
  Dividends paid to shareholder                                                     -          (17,805)          (5,846)
  Increase in universal life and investment product account balances        3,640,958        2,249,740        2,468,236
  Decrease in universal life and investment product account balances       (2,449,580)      (1,458,504)        (575,180)
                                                                           ----------       ----------       ----------
      Net cash provided by financing activities                             1,391,378          884,431        1,887,210
                                                                           ----------       ----------       ----------

Net increase (decrease) in cash and cash equivalents                           75,447           15,619          (31,118)

Cash and cash equivalents, beginning of year                                   63,632           48,013           79,131
                                                                           ----------       ----------       ----------
Cash and cash equivalents, end of year                                     $  139,079           63,632           48,013
                                                                           ==========       ==========       ==========

</TABLE>


See accompanying notes to consolidated financial statements.

                                      59

<PAGE>   63

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

                   Notes to Consolidated Financial Statements
                        December 31, 1994, 1993 and 1992
                                (000 s omitted)

(1)     Organization and Description of Business
        ----------------------------------------
        Nationwide Life Insurance Company (NLIC) is a wholly owned      
        subsidiary of Nationwide Corporation (Corp.).  Wholly-owned
        subsidiaries of NLIC include Financial Horizons Life Insurance
        Company (FHLIC), West Coast  Life Insurance Company (WCLIC), National 
        Casualty Company and subsidiaries (NCC), Nationwide Financial
        Services, Inc. (NFS), and effective December 31, 1994, Employers Life
        Insurance Company of Wausau and subsidiary (ELICW).  NLIC and its
        subsidiaries are collectively referred to as "the Company".

        NLIC, FHLIC, WCLIC and ELICW are life and accident and health
        insurers and NCC is a property  and casualty insurer. The Company is
        licensed in all 50 states, the District of Columbia, the Virgin
        Islands and Puerto Rico.  The  Company offers a full range of life, 
        health and annuity products through exclusive agents and other
        distribution channels and is subject to competition from other
        insurers throughout the United States.  The Company is subject to
        regulation by the Insurance Departments of states in which it is
        licensed, and undergoes periodic examinations by those departments.

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

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

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

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

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

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

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

                                      60

<PAGE>   64
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued



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

                     The December 31, 1994, 1993 and 1992 consolidated
                     financial statements include the accounts of  NLIC and its
                     wholly owned subsidiaries FHLIC, WCLIC, NCC and NFS.  The
                     December 31, 1994 consolidated balance sheet also
                     includes the accounts of ELICW, which was acquired by
                     NLIC effective December 31, 1994.  See Note 14.  All
                     significant intercompany balances and transactions have
                     been eliminated.

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

                     Prior to January 1, 1994, the Company classified fixed
                     maturities in accordance with the then existing accounting
                     standards, and accordingly, fixed maturity securities were
                     carried at amortized cost, adjusted for amortization of
                     premium or discount, since the Company had both the
                     ability and intent to hold those securities until
                     maturity.  Equity securities were carried at fair value
                     with the unrealized gains and losses, net of deferred
                     Federal income tax, reported as a separate component of
                     shareholder's equity.

                     In May 1993, the Financial Accounting Standards Board
                     (FASB) issued STATEMENT OF FINANCIAL ACCOUNTING
                     STANDARDS NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN
                     DEBT AND EQUITY SECURITIES (SFAS 115).  SFAS 115
                     requires fixed maturities and equity securities to be
                     classified as either held-to-maturity, available-for-sale,
                     or trading.  The Company has  no trading securities.  The 
                     Company adopted SFAS 115 as of January 1, 1994, with no 
                     effect on consolidated net income.  See note 3 regarding 
                     the effect on consolidated shareholder's equity.

                     Fixed maturity securities are classified as held-to-
                     maturity when the Company has the positive intent
                     and ability to hold the securities to maturity and are     
                     stated at amortized cost.  Fixed maturity securities not
                     classified as held-to-maturity and all equity securities
                     are classified as available-for-sale and are stated at
                     fair value, with the unrealized gains and losses, net of
                     adjustments to deferred policy acquisition costs and
                     deferred Federal income tax, reported as a separate
                     component of shareholder's equity.  The adjustment to
                     deferred policy acquisition costs represents the change
                     in amortization of deferred policy acquisition costs that
                     would have been required as a charge or credit to
                     operations had such unrealized amounts been realized.

                     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.  Loans in foreclosure and loans
                     considered in-substance foreclosed 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.   Real estate is carried at
                     cost less accumulated depreciation and valuation
                     allowances.  Other long-term investments are carried on
                     the equity basis, adjusted for valuation allowances.

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

                     In May, 1993, the FASB issued STATEMENT OF FINANCIAL
                     ACCOUNTING STANDARDS NO. 114 - ACCOUNTING BY CREDITORS
                     FOR IMPAIRMENT OF A LOAN (SFAS 114).  SFAS 114, which
                     was amended by STATEMENT OF FINANCIAL ACCOUNTING
                     STANDARDS NO. 118 - ACCOUNTING BY CREDITORS FOR
                     IMPAIRMENT OF A LOAN - INCOME RECOGNITION AND
                     DISCLOSURE in October, 1994, requires the measurement of
                     impaired loans be 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
                     loan's observable market price or the fair value of the
                     collateral if the loan is collateral dependent.  The
                     impact on  the consolidated financial statements of
                     adopting SFAS 114 as amended is not expected to be
                     material.  Previously issued consolidated financial
                     statements shall not be restated.  The Company will adopt
                     SFAS 114 as amended in 1995.

                                      61

<PAGE>   65
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued



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

                     TRADITIONAL LIFE INSURANCE  PRODUCTS:  Traditional life
                     insurance products include those products with fixed and
                     guaranteed premiums and benefits and consist primarily of
                     whole life, limited-payment life, term life and certain
                     annuities with life contingencies.  Premiums for
                     traditional life insurance products are recognized as
                     revenue when due 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 and
                     group deferred annuities, annuities without life
                     contingencies and guaranteed investment contracts.
                     Revenues for universal life and investment products
                     consist of cost of insurance, policy administration and
                     surrender charges that have been earned and assessed
                     against policy account balances during the period.
                     Policy benefits and claims that are charged to expense
                     include benefits and claims incurred in the period in
                     excess of related policy account balances and interest
                     credited to policy account balances.

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

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

                     The costs of acquiring new business, principally
                     commissions, certain expenses of the policy issue
                     and underwriting department and certain variable
                     agency expenses have been deferred.  For traditional
                     life and individual health insurance products, these
                     deferred acquisition costs are predominantly being
                     amortized with interest over the premium paying period
                     of the related policies in proportion to the ratio of
                     actual annual premium revenue to the anticipated total
                     premium revenue.  Such anticipated premium revenue was
                     estimated using the same assumptions as were used for
                     computing liabilities for future policy benefits.  For
                     universal life and investment products, deferred policy
                     acquisition costs are being amortized with interest over
                     the lives of the policies in relation to the present
                     value of estimated future gross profits from projected
                     interest margins, cost of insurance, policy
                     administration and surrender  charges.  For years in
                     which gross profits are negative, deferred policy
                     acquisition costs are amortized based on the present
                     value of gross revenues.  Beginning January 1, 1994,
                     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(b).

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

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

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

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

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

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

                                      62

<PAGE>   66

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

             Notes to Consolidated Financial Statements, Continued

                 (g) Participating Business
                     ----------------------
                     Participating business represents approximately 45%
                     (48% in 1993 and 1992) of the Company's ordinary
                     life insurance in force, 72% (72% in 1993; 71% in 1992)
                     of the number of policies in force, and 41% (45% in 1993
                     and 1992) of life insurance premiums.  The provision for
                     policyholder dividends is based on current dividend
                     scales.  Future dividends are provided for ratably in
                     future policy benefits based on dividend scales in effect
                     at the time the policies were issued.  Dividend scales are
                     approved by the Board of Directors.

                     Income attributable to participating policies in excess
                     of policyholder dividends is accounted for as belonging to
                     the shareholder.  See note 13.

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

                     In 1993, the Company adopted STATEMENT OF FINANCIAL
                     ACCOUNTING STANDARDS  NO. 109 - ACCOUNTING  FOR INCOME
                     TAXES, which required a change from the deferred method
                     of accounting  for income tax of APB Opinion 11 to the
                     asset and liability method of accounting for income tax.
                     Under the asset and liability method, deferred tax
                     assets and liabilities are recognized for the future
                     tax consequences attributable to differences between
                     the financial statement carrying amounts of existing
                     assets and liabilities and their respective tax bases
                     and operating loss and tax credit carryforwards.
                     Deferred tax assets and liabilities are measured using
                     enacted tax rates expected to apply to taxable income in
                     the years in which those temporary differences are
                     expected to be recovered or settled.  Under this
                     method, the effect on deferred tax assets and
                     liabilities of a change in tax rates is recognized in
                     income in the period that includes the enactment date.
                     Valuation allowances are established when necessary to
                     reduce the deferred tax assets to the amounts expected to
                     be realized.

                     Prior to 1993, the Company applied the deferred method
                     of accounting for income tax which recognized deferred
                     income tax for income and expense items that are reported
                     in different years for financial reporting purposes and
                     income tax purposes using the tax rate applicable for
                     the year of calculation.  Under the deferred method,
                     deferred tax is not adjusted for subsequent changes in tax
                     rates.  See note 7.

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

                 (i) Reinsurance Ceded
                     -----------------
                     Reinsurance premiums ceded and reinsurance recoveries
                     on benefits and claims incurred are deducted from the
                     respective income and expense accounts.  Assets and
                     liabilities related to reinsurance ceded are reported on
                     a gross basis.

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

                 (k) Reclassification
                     ----------------
                     Certain items in the 1993 and 1992 consolidated financial
                     statements have been reclassified to conform to the 1994
                     presentation.

                                      63
<PAGE>   67

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

             Notes to Consolidated Financial Statements, Continued

(3)     Changes in Accounting Principles
        --------------------------------

        Effective January 1, 1994, the Company changed its method of
        accounting for certain investments in debt and equity securities in
        connection with the issuance of a new accounting standard by the FASB
        as described in Note 2(b).  As of January 1, 1994, the company
        classified fixed maturity securities with amortized cost and fair value
        of $6,593,844 and $7,024,736, respectively, as available-for-sale
        and recorded the securities at fair value.  Previously, these
        securities were recorded at amortized cost.  The effect as of January
        1, 1994 has been recorded as  a direct credit to shareholder's equity
        as follows:

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

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

<TABLE>        
           <S>                                                                   <C>
           Asset/liability method of recognizing income tax (note 7)              $ 26,344
           Accrual method of recognizing postretirement benefits other
              than pensions (net of tax benefit of $11,296), (note 11)             (20,979)
                                                                                  --------
                  Net cumulative effect of changes in accounting principles       $  5,365
                                                                                  ========
</TABLE>  

(4)     Basis of Presentation
        ---------------------
        The consolidated financial statements have been prepared in     
        accordance with GAAP.  Annual Statements for NLIC and FHLIC, WCLIC,
        ELICW and NCC, filed with the Department ofInsurance of the State of 
        Ohio, California Department of Insurance, Wisconsin Insurance
        Department and Michigan Bureau of Insurance, respectively, are prepared
        on the basis of accounting practices prescribed or permitted by 
        such regulatory authorities.  Prescribed statutory accounting
        practices include a variety of publications of the National Association
        of Insurance Commissioners (NAIC), as  well as state laws, regulations 
        and general administrative rules.  Permitted statutory accounting
        practices encompass all accounting practices not so prescribed.  The
        Company has no material permitted statutory accounting practices.

        The following reconciles the statutory net income of NLIC as
        reported to regulatory authorities to the net income as shown
        in the accompanying consolidated financial statements:

<TABLE>
<CAPTION>
                                                                                     1994           1993            1992
                                                                                   --------        -------         -------
           <S>                                                                   <C>              <C>             <C>
           Statutory net income                                                    $ 76,532        185,943          33,812
           Adjustments to restate to the basis of GAAP:
                 Consolidating statutory net income of subsidiaries                  14,350         19,545          21,519
                 Increase in deferred policy acquisition costs, net                 167,166         89,860          78,731
                 Future policy benefits                                             (76,310)       (70,640)        (63,355)
                 Deferred Federal income tax (expense) benefit                       (9,657)       (31,634)         13,660
                 Equity in earnings of affiliates                                     1,013          7,121           4,618
                 Valuation allowances and other than temporary
                   declines accounted for directly in surplus                         6,275         (6,638)          3,402
                 Interest maintenance reserve                                        (7,332)        13,754           7,588
                 Cumulative effect of changes in accounting principles, 
                   net of tax                                                             -          5,365               -
                 Other, net                                                          11,689         (1,168)         (3,158)
                                                                                   --------        -------         -------
                    Net income per accompanying consolidated
                       statements of income                                        $183,726        211,508          96,817
                                                                                   ========        =======         =======
</TABLE>   

                                      64

<PAGE>   68

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

             Notes to Consolidated Financial Statements, Continued

        The following reconciles the statutory capital shares and
        surplus of NLIC as reported to regulatory authorities to the
        shareholder's equity as shown in the accompanying consolidated
        financial statements:

<TABLE>        
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Statutory capital shares and surplus                                    $1,262,861        992,631        647,307
           Add (deduct) cumulative effect of adjustments:
                 Deferred policy acquisition costs                                  1,064,159        811,944        722,084
                 Nonadmitted assets and furniture and equipment charged to
                   income in the year of acquisition, net of accumulated
                   depreciation                                                        16,120         22,573         15,712
                 Asset valuation reserve                                              153,387        105,596        138,727
                 Interest maintenance reserve                                          18,843         21,069          7,315
                 Future policy benefits                                              (310,302)      (238,231)      (167,591)
                 Deferred Federal income tax, including effect of changes in
                   accounting principles in 1993                                       36,515        (31,659)       (82,724)
                 Cumulative effect of change in accounting principles for
                   postretirement benefits other than pensions, gross                       -        (32,275)             -
                 Difference between amortized cost and fair value of fixed
                  maturity securities available-for-sale, gross                      (272,959)             -              -
                 Other, net                                                           (60,145)          (480)       149,412
                                                                                   ----------     ----------     ----------
                     Shareholder's equity per accompanying consolidated
                        balance sheets                                             $1,908,479      1,651,168      1,430,242
                                                                                   ==========     ==========     ==========
</TABLE>   
           
(5)     Investments
        -----------

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

<TABLE>
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Gross investment income:
               Securities available-for-sale:
                 Fixed maturities                                                  $  674,346              -              -
                 Equity securities                                                        550          7,230          6,949
               Fixed maturities held-to-maturity                                      193,009        800,255        754,876
               Mortgage loans on real estate                                          376,783        364,810        334,769
               Real estate                                                             40,280         39,684         27,410
               Short-term                                                               6,990          5,080          7,298
               Other                                                                   42,831         33,832         30,717
                                                                                   ----------       --------       --------
                     Total investment income                                        1,334,789      1,250,891      1,162,019
           Less investment expenses                                                    45,288         46,465         41,862
                                                                                   ----------     ----------     ----------
                     Net investment income                                         $1,289,501      1,204,426      1,120,157
                                                                                   ==========     ==========     ==========
</TABLE>  
          

        An analysis of the change in gross unrealized gains (losses) on
        securities available-for-sale and fixed maturities held-to-maturity
        follows for the years ended December 31:
        
<TABLE> 
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Securities available-for-sale:
              Fixed maturities                                                    $  (703,851)             -              -
              Equity securities                                                        (1,990)      (128,837)        (9,195)
           Fixed maturities held-to-maturity                                         (421,427)       223,392         17,774
                                                                                  -----------       --------       --------
                                                                                  $(1,127,268)        94,555          8,579
                                                                                  ===========       ========       ========
                                                                               
</TABLE>   

                                      65

<PAGE>   69

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

             Notes to Consolidated Financial Statements, Continued



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

<TABLE>
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Realized on disposition of investments:
             Securities available-for-sale:
                Fixed maturities                                                     $(13,720)             -              -
                Equity securities                                                       1,427        129,728          7,215
             Fixed maturities                                                               -         21,159         13,399
             Mortgage loans on real estate                                            (16,130)       (17,763)       (30,334)
             Real estate and other                                                      5,765        (12,813)       (12,997)
                                                                                   ----------       --------       --------
                                                                                      (22,658)       120,311        (22,717)
                                                                                   ----------       --------       --------
                                                                                          
           
           Valuation allowances:
             Securities available-for-sale:
                Fixed maturities                                                        6,600              -              -
             Fixed maturities                                                               -           (934)         1,792
             Mortgage loans on real estate                                             (4,332)       (10,478)        (5,969)
             Real estate and other                                                      4,006          4,774          7,579
                                                                                   ----------       --------       --------
                                                                                        6,274         (6,638)         3,402
                                                                                   ----------       --------       --------
                                                                                     $(16,384)       113,673        (19,315)
                                                                                   ==========       ========       ========
</TABLE>   
           
        The amortized cost and estimated fair value of securities       
        available-for-sale and fixed maturities held-to-maturity were as
        follows as of December 31, 1994:
       
<TABLE>
<CAPTION>
                                                                                    Gross           Gross
                                                                  Amortized        unrealized     unrealized        Estimated
                                                                     cost            gains          losses         fair value
                                                                 -----------       ----------     ----------       ----------
          <S>                                                    <C>               <C>            <C>              <C>
          Securities available-for-sale                                                                    
          -----------------------------                                                        
            Fixed maturities:
              US Treasury securities and obligations of US
                government corporations and agencies              $  393,156           1,794         (18,941)         376,009
              Obligations of states and political           
                subdivisions                                           2,202              55             (21)           2,236
              Debt securities issued by foreign governments          177,910             872          (9,205)         169,577
              Corporate securities                                 4,201,738          50,405        (128,698)       4,123,445
              Mortgage-backed securities                           3,543,859          18,125        (187,345)       3,374,639
                                                                 -----------       ----------     ----------       ----------
                  Total fixed maturities                           8,318,865          71,251        (344,210)       8,045,906
            Equity securities                                         18,373           6,636            (296)          24,713
                                                                 -----------       ----------     ----------       ----------
                                                                  $8,337,238          77,887        (344,506)       8,070,619
                                                                 ===========       ==========     ==========       ==========
                                                                                                              
          Fixed maturity securities held-to-maturity                                       
          ------------------------------------------                                                          
              Obligations of states and political               
                subdivisions                                      $   11,613              92            (255)          11,450
              Debt securities issued by foreign governments           16,131             111             (39)          16,203
              Corporate securities                                 3,661,043          34,180        (120,566)       3,574,657
                                                                 -----------       ----------     ----------       ----------
                                                                  $3,688,787          34,383        (120,860)       3,602,310
                                                                 ===========       ==========     ==========       ==========
</TABLE>                                                                      

                                      66

<PAGE>   70
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The amortized cost and estimated fair value of investments of fixed
        maturity securities were as follows as of December 31, 1993:
       
<TABLE>
<CAPTION>
                                                                                    Gross           Gross
                                                                  Amortized        unrealized     unrealized        Estimated
                                                                     cost            gains          losses         fair value
                                                                 -----------       ----------     ----------       ----------
          <S>                                                    <C>               <C>            <C>              <C>
               US Treasury securities and obligations of US
                 government corporations and agencies            $   287,738          18,204          (392)           305,550
               Obligations of states and political        
                 subdivisions                                         16,519           2,700            (5)            19,214
               Debt securities issued by foreign governments         137,092           7,719        (1,213)           143,598
               Corporate securities                                6,819,355         647,778       (15,648)         7,451,485
               Mortgage-backed securities                          2,860,274         121,721       (15,022)         2,966,973
                                                                 -----------       ----------     ----------       ----------
                                                                 $10,120,978         798,122       (32,280)        10,886,820
                                                                 ===========       ==========     ==========       ==========
</TABLE>               
        As of December 31, 1993 the net unrealized gain on equity       
        securities, before providing for deferred Federal income tax, was
        $8,330, comprised of gross unrealized gains of $8,345 and gross 
        unrealized losses of $15.

        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, 1994, by contractual maturity,
        are shown below.  Expected maturities will differ from contractual 
        maturities because borrowers may have the right to call or prepay
        obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                      Amortized          Estimated
                                                                        cost            fair value
                                                                     ----------         -----------
           <S>                                                      <C>                <C>
           Fixed maturity securities available-for-sale
           --------------------------------------------
           Due in one year or less                                   $  294,779            294,778
           Due after one year through five years                      2,553,825          2,490,886
           Due after five years through ten years                     1,382,311          1,327,089
           Due after ten years                                          544,091            558,514
                                                                     ----------         -----------
                                                                      4,775,006          4,671,267
           Mortgage-backed securities                                 3,543,859          3,374,639
                                                                     ----------         -----------
                                                                     $8,318,865          8,045,906
                                                                     ==========         ===========
           
           Fixed maturity securities held-to-maturity
           ------------------------------------------
           Due in one year or less                                   $  333,517            333,000
           Due after one year through five years                      1,953,179          1,942,260
           Due after five years through ten years                     1,080,069          1,013,083
           Due after ten years                                          322,022            313,967
                                                                     ----------         -----------
                                                                     $3,688,787          3,602,310
                                                                     ==========         ===========
</TABLE>   
        Proceeds from the sale of securities available-for-sale during 
        1994 were $247,876, while proceeds from sales of investments in
        fixed maturity securities during 1993 were $33,959 ($123,422 during
        1992).  Gross gains of $3,406 ($2,413 in 1993 and $3,194 in 1992) and
        gross losses of $21,866 ($39 in 1993 and $513 in 1992) were realized 
        on those sales.

        Investments that were non-income producing for the twelve month
        period preceding December 31, 1994 amounted to $11,513 ($13,158 for
        1993) and consisted of $11,111 ($10,907 in 1993) in real estate and
        $402 ($2,251 in 1993) in other long-term investments.

        Real estate is presented at cost less accumulated depreciation of 
        $29,275 in 1994 ($24,717 in 1993) and valuation allowances of $27,330 
        in 1994 ($31,357 in 1993). Other valuation allowances are $0 in 1994
        ($6,680 in 1993) on fixed maturities and $47,892 in 1994 ($42,350 in
        1993) on mortgage loans on real estate.

                                      67

<PAGE>   71
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The Company generally initiates foreclosure proceedings on all
        mortgage loans on real estate delinquent sixty days.  Foreclosures 
        of mortgage loans on real estate were $37,187 in 1994 ($39,281 in
        1993) and mortgage loans on real estate in process of foreclosure or
        in-substance foreclosed as of December 31, 1994 totaled $19,878
        ($24,658 as of December 31, 1993), which approximates fair value.

        Investments with an amortized cost of $11,137 and $11,383 as of 
        December 31, 1994 and 1993, respectively, were on deposit with various
        regulatory agencies as required by law.

(6)     Future Policy Benefits and Claims
        ---------------------------------
        The liability for future policy benefits for traditional life and
        individual health policies has been established based upon the
        following assumptions:

           Interest rates:  Interest rates vary as follows:
<TABLE>
<CAPTION>
                  Year of issue                                   Life                                     Health
                  -------------                                   ----                                     ------
                  <S>                 <C>                                                                  <C>
                  1994                7.2 %, not graded - permanent contracts with loan provisions;         5.0%
                                      6.0%, not graded - all other contracts
                  1984-1993           7.4% to 10.5%, not graded                                             5.0% to 6%
                  1966-1983           6% to 8.1%, graded over 20 years to 4% to 6.6%                        3.5% to 6%
                  1965 and prior      generally lower than post 1965 issues                                 3.5% to 4%
</TABLE>                            
           Withdrawals:  Rates, which vary by issue age, type of coverage       
           and policy duration, are based on Company experience. 

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

        The liability for future policy benefits for investment contracts
        (approximately 81% and 80% of the total liability for future policy
        benefits as of December 31, 1994 and 1993, respectively) has been
        established based on policy term, interest rates and various contract
        provisions.  The average interest rate credited on investment product
        policies was 6.5%, 7.0% and 7.5% for the years ended December 31, 1994,
        1993 and 1992, respectively.

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

        Activity in the liability for unpaid claims and claim adjustment
        expenses is summarized for the years ended December 31:
<TABLE>
<CAPTION>
                                                                  1994           1993           1992
                                                                ---------      --------       --------
           <S>                                                <C>             <C>            <C>
           Balance as of January 1                              $591,258        760,312        672,581
              Less reinsurance recoverables                      429,798        547,786        445,934
                                                                ---------      --------       --------
                    Net balance as of January 1                  161,460        212,526        226,647
                                                                ---------      --------       --------
           Incurred related to:
              Current year                                       273,299        309,721        360,545
              Prior years                                        (26,156)       (26,248)       (17,433)
                                                                ---------      --------       --------
                 Total incurred                                  247,143        283,473        343,112
                                                                ---------      --------       --------
           Paid related to:
              Current year                                       175,700        208,978        226,886
              Prior years                                         73,889        125,561        130,347
                                                                ---------      --------       --------
                 Total paid                                      249,589        334,539        357,233
                                                                ---------      --------       --------
           Unpaid claims of ELICW (note 14)                       40,223              -              -
                                                                ---------      --------       --------
                    Net balance as of December 31                199,237        161,460        212,526

              Plus reinsurance recoverables                      457,694        429,798        547,786
                                                                ---------      --------       --------
           Balance as of December 31                            $656,931        591,258        760,312
                                                                ========       ========       ========
</TABLE> 
                                      
                                      68
<PAGE>   72
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        As a result of changes in estimates for insured events of prior
        years, the provision for claims and claim adjustment expenses
        decreased in each of the three years ended December 31, 1994 due to
        lower-than-anticipated costs to settle accident and health claims.
        
(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 consolidated financial statements.  The DRA 
        eliminated any additional deferrals to the PSA.  Any distributions
        from the PSA, however, will continue to be taxable at the then current
        tax rate.  The balance of the PSA is approximately $35,344 as of
        December 31, 1994.

        The Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
        109 - ACCOUNTING FOR INCOME TAXES (SFAS 109), as of January 1, 1993.  
        See note 3.  The 1992 consolidated financial statements have not 
        been restated to apply the provisions of SFAS 109.

        The significant components of deferred income tax expense for the years
        ended December 31 are as follows:
<TABLE>
<CAPTION>
                                                                       1994           1993
                                                                      ------         ------
           <S>                                                       <C>            <C>
           Deferred income tax expense (exclusive of the
              effects of other components listed below)               $9,657         29,930
           Adjustments to deferred income tax assets and
              liabilities for enacted changes in tax laws             
              and rates                                                    -          1,704
                                                                      ------         ------
                                                                      $9,657         31,634
                                                                      ======         ======
</TABLE>   
        For the year ended December 31, 1992, the deferred income tax
        benefit results from timing differences in the recognition of 
        income and expense for income tax and financial reporting purposes.  
        The primary sources of those timing differences were deferred policy
        acquisition costs (deferred expense of $16,457) and reserves for future
        policy benefits (deferred benefit of $32,045).
        
        Total Federal income tax expense for the years ended December 31,
        1994, 1993 and 1992 differs from the amount computed by applying the
        U.S. Federal income tax rate to income before tax as follows:        
<TABLE>
<CAPTION>
                                                   
                                                   
                                                                 1994                        1993                  1992            
                                                                 ----                        ----                  ----            
                                                          Amount        %           Amount        %           Amount      %
                                                         -------       ----        --------      ----        -------     ----  
           <S>                                           <C>           <C>         <C>           <C>         <C>         <C> 
           Computed (expected) tax expense               $95,631       35.0        $109,515      35.0        $44,390     34.0
           Tax exempt interest and dividends
              received deduction                            (194)      (0.1)         (2,322)     (0.7)        (4,172)    (3.2)
           Current year increase in U.S. Federal
              income tax rate                                  -          -           1,704       0.5              -        -
           Real estate valuation allowance
              adjustment                                       -          -               -         -         (3,463)    (2.7)
           Other, net                                     (5,933)      (2.1)         (2,139)     (0.7)        (3,013)    (2.3)
                                                         -------       ----        --------      ----        -------     ----  
                 Total (effective rate of each           
                   year)                                 $89,504       32.8        $106,758      34.1        $33,742     25.8
                                                         =======       ====        ========      ====        =======     ====  
</TABLE> 
        Total Federal income tax paid was $87,576, $58,286 and $63,124 during
        the years ended December 31, 1994, 1993 and 1992, respectively.

                                      69

<PAGE>   73
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The tax effects of temporary differences that give rise to significant
        components of the net deferred tax asset (liability) as of December 31,
        1994 and 1993 are as follows:
<TABLE>
<CAPTION>                                                                              
                                                                              1994            1993
                                                                            --------        ---------
           <S>                                                             <C>             <C>
           Deferred tax assets:
              Future policy benefits                                        $124,044          129,995
              Fixed maturity securities available-for-sale                    95,536                -
              Liabilities in Separate Accounts                                94,783           64,722
              Mortgage loans on real estate and real estate                   25,632           24,020
              Other policyholder funds                                         7,137            7,759
              Other assets and other liabilities                              57,528           41,390
                                                                            --------        ---------
                Total gross deferred tax assets                              404,660          267,886
                                                                            --------        ---------
                                                                                                     
           
           Deferred tax liabilities:
              Deferred policy acquisition costs                              317,224          243,731
              Fixed maturities, equity securities and other
                 long-term investments                                         3,620           11,137
              Other                                                           47,301           44,677
                                                                            --------        ---------
                Total gross deferred tax liabilities                         368,145          299,545
                                                                            --------        ---------
                      Net deferred tax asset (liability)                    $ 36,515          (31,659)
                                                                            ========        =========
</TABLE>   
        The Company has determined that valuation allowances are not   
        necessary as of December 31, 1994 and 1993 and January 1, 1993 (date of
        adoption of SFAS 109) based on its analysis of future deductible
        amounts.  All future deductible amounts can be offset by future 
        taxable amounts or recovery of Federal income tax paid within the
        statutory carryback period.  In addition, for future deductible
        amounts for securities available-for-sale, affiliates of the Company
        which are included in the same consolidated Federal income tax return
        hold investments that could be sold for capital gains that could offset
        capital losses realized by the Company should securities
        available-for-sale be sold at a loss.

(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.  In that regard, the derived fair
        value estimates cannot be substantiated by comparison to independent
        markets and, in many cases, could not be realized in the immediate
        settlement of the instruments.  SFAS 107 excludes certain assets and
        liabilities from its disclosure requirements.  Accordingly, the
        aggregate fair value amounts presented do not represent the underlying
        value of the Company.

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

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

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

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

                                      70

<PAGE>   74
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued



           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.  The fair value for equity securities is based on quoted
           market prices.

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

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

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

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

        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:

<TABLE>
<CAPTION>
                                                                    1994                             1993
                                                                    ----                             ----
                                                       Carrying         Estimated        Carrying         Estimated
                                                        amount         fair value         amount         fair value
                                                      -----------      -----------      -----------      -----------
        <S>                                           <C>              <C>              <C>              <C>
        Assets                                        
        ------
        Investments:                                  
          Securities available-for-sale:              
            Fixed maturities                          $ 8,045,906        8,045,906                -                -
            Equity securities                              24,713           24,713           16,593           16,593
          Fixed maturities held-to-maturity             3,688,787        3,602,310       10,120,978       10,886,820
          Mortgage loans on real estate                 4,222,284        4,173,284        3,871,560        4,175,271
          Policy loans                                    340,491          340,491          315,898          315,898
          Short-term investments                          131,643          131,643           41,797           41,797
        Cash                                                7,436            7,436           21,835           21,835
        Assets held in Separate Accounts               12,222,461       12,222,461        9,006,388        9,006,388

        Liabilities
        -----------
        Investment contracts                           12,189,894       11,657,556       10,332,661       10,117,288
        Policy reserves on insurance contracts          3,170,085        2,934,384        2,945,120        2,873,503         
        Policyholders' dividend accumulations             338,058          338,058          322,686          322,686
        Other policyholder funds                           72,770           72,770           71,959           71,959
        Liabilities related to Separate Accounts       12,222,461       11,807,331        9,006,388        8,714,586
                                                      
</TABLE>
                                      71

<PAGE>   75
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued



(9)     Additional Financial Instruments Disclosures
        --------------------------------------------

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

        Commitments to fund fixed rate mortgage loans on real estate are
        agreements to lend to a borrower, and are subject to conditions 
        established in the contract.  Commitments generally have fixed 
        expiration dates or other termination clauses and may require
        payment of a deposit.  Commitments extended by the Company are based on
        management's case-by-case credit evaluation of the borrower and
        the borrower's loan collateral.  The underlying mortgage property
        represents the collateral if the commitment is funded.  The Company's
        policy for new mortgage loans on real estate is to lend no more than
        80% of collateral value.  Should the commitment be funded, the
        Company's exposure to credit loss in the event of nonperformance by
        the borrower is represented by the contractual amounts of these
        commitments less the net realizable value of the collateral.  The
        contractual amounts also represent the cash requirements for all
        unfunded commitments.  Commitments  on mortgage loans on real estate 
        of $243,200 extending into 1995 were outstanding as of December 31,
        1994.

        SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:  The Company grants mainly 
        commercial mortgage loans on real estate to customers throughout the 
        United States.  The Company has a diversified portfolio with no more
        than 22% (23% in 1993) in any geographic area and no more than 2%
        (2% in 1993) with any one  borrower. The summary below depicts loans
        by remaining principal balance as of each December 31:

<TABLE>
<CAPTION>
                                                                                                 Apartment
                                                Office            Warehouse       Retail          & other           Total
                                               --------           ---------      ---------       ---------        ----------
             <S>                               <C>                <C>            <C>              <C>              <C>
             1994:
               East North Central              $109,233            103,499         540,686         191,489           944,907
               East South Central                24,298             10,803         127,845          76,897           239,843
               Mountain                           3,150             13,770         140,358          39,682           196,960
               Middle Atlantic                   61,299             53,285         140,847          30,111           285,542
               New England                       10,536             43,282         139,131               4           192,953
               Pacific                          195,393            210,930         397,911          68,768           873,002
               South Atlantic                    87,150             81,576         424,150         210,354           803,230
               West North Central               127,760             11,766          80,854           4,738           225,118
               West South Central                51,013             84,796         184,923         194,788           515,520
                                               --------           ---------      ---------       ---------        ----------
                                               $669,832            613,707       2,176,705         816,831         4,277,075
                                               ========           =========      =========       =========
                  Less valuation allowances and unamortized discount                                                  54,791
                                                                                                                  ----------
                       Total mortgage loans on real estate, net                                                   $4,222,284
                                                                                                                  ==========
             1993:
               East North Central              $109,208           108,478          470,755         158,964           847,405
               East South Central                27,562             1,460          117,341          69,991           216,354
               Mountain                           3,228             4,742          105,560          23,065           136,595
               Middle Atlantic                   56,664            52,766          132,821          15,414           257,665
               New England                       10,565            48,398          142,530               8           201,501
               Pacific                          174,409           185,116          389,428          65,497           814,450
               South Atlantic                   112,640            58,165          391,102         238,337           800,244
               West North Central               104,933            13,458           78,408           3,917           200,716
               West South Central                50,955            47,103          183,420         161,033           442,511
                                               --------           ---------        -------       ---------        ----------
                                               $650,164           519,686        2,011,365         736,226         3,917,441
                                               ========           =========      =========       =========
                  Less valuation allowances and unamortized discount                                                  45,881
                                                                                                                  ----------    
                       Total mortgage loans on real estate, net                                                   $3,871,560
                                                                                                                  ==========
</TABLE> 
                                      72

<PAGE>   76
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


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

        NLIC, FHLIC, WCLIC, NCC, and NFS participate together with other
        affiliated companies, in a pension plan covering all employees who
        have completed at least one thousand hours of service within a 
        twelve-month period and who have met certain age requirements.  Plan
        contributions are invested in a group annuity contract of NLIC.  
        Benefits are based upon the highest average annual salary of any 
        three consecutive years of the last ten years of service.  The Company
        funds pension costs accrued for direct employees plus an allocation of 
        pension costs accrued for employees of affiliates whose work efforts 
        benefit the Company.

        Pension costs charged to operations by the Company during the years
        ended December 31, 1994, 1993 and 1992 were $10,451, $6,702 and
        $4,613, respectively.

        The Company's net accrued pension expense as of December 31, 1994
        and 1993 was $1,836 and $1,472, respectively.

        The net periodic pension cost for the plan as a whole for the years
        ended December 31, 1994, 1993 and 1992 follows:

<TABLE> 
<CAPTION>
                                                                       1994             1993             1992
                                                                     --------         --------         --------
        <S>                                                         <C>              <C>              <C>
            Service cost (benefits earned during the period)          $64,740           47,694           44,343
            Interest cost on projected benefit obligation              73,951           70,543           68,215
            Actual return on plan assets                              (21,495)        (105,002)         (62,307)
            Net amortization and deferral                             (62,150)          20,832          (24,281)
                                                                     --------         --------         --------
               Net periodic pension cost                              $55,046           34,067           25,970
                                                                     ========         ========         ========
   
        Basis for measurements, net periodic pension cost:
   
            Weighted average discount rate                               5.75%           6.75%            7.25%
            Rate of increase in future compensation levels               4.50%           4.75%            5.25%
            Expected long-term rate of return on plan assets             7.00%           7.50%            8.00%
</TABLE>

        Information regarding the funded status of the plan as a whole as of 
        December 31, 1994 and 1993 follows:

<TABLE> 
<CAPTION>
                                                                                1994             1993
                                                                             ----------       ----------
                 <S>                                                        <C>              <C>
                     Accumulated benefit obligation:
                        Vested                                               $  914,850          972,475
                        Nonvested                                                 7,570           10,227
                                                                             ----------       ----------
                                                                             $  922,420          982,702
                                                                             ==========       ==========
                     Projected benefit obligation for
                        services rendered to date                             1,305,547        1,292,477
                     Plan assets at fair value                                1,241,771        1,208,007
                                                                             ----------       ----------
                     Plan assets less than projected benefit
                        obligation                                              (63,776)         (84,470)
                     Unrecognized prior service cost                             46,201           49,551
                     Unrecognized net losses                                     39,408           55,936
                     Unrecognized net assets at January 1, 1987                 (21,994)         (24,146)
                                                                             ----------       ----------
                          Net accrued pension expense                        $     (161)          (3,129)
                                                                             ==========       ==========

                 Basis for measurements, funded status of plan:

                     Weighted average discount rate                               7.50%            5.75%
                     Rate of increase in future compensation levels               6.75%            4.50%
</TABLE>
                                      73

<PAGE>   77
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


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

        In addition to the defined benefit pension plan, NLIC, FHLIC, WCLIC, 
        NCC and NFS participate with other affiliated companies in life and
        health care defined benefit plans for qualifying retirees. 
        Postretirement life and health care benefits are contributory and
        available to full time employees who have attained age 55 and
        have accumulated 15 years of service with the Company after reaching 
        age 40.  Postretirement life insurance contributions are based on age
        and coverage amount of each retiree.  Postretirement health care 
        benefit contributions are adjusted annually and contain cost-sharing
        features such as deductibles and coinsurance.  The accounting for the
        health care plan anticipates future cost-sharing changes to the
        written plan that are consistent with the Company's expressed intent
        to increase the retiree contribution amount annually for expected
        health care inflation.  The Company's policy is to fund the cost of
        health care benefits in amounts determined at the discretion of
        management.  The Company began funding in 1994.  Plan assets are
        invested in group annuity contracts of NLIC.

        Effective  January 1, 1993, the Company adopted the provisions of
        STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 106 - EMPLOYERS'
        ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SFAS 106), 
        which requires the accrual method of accounting for postretirement  
        life and health care insurance benefits based on actuarially 
        determined costs to be recognized over the period from the date of 
        hire to the full eligibility date of employees who are expected to 
        qualify for such benefits.  Postretirement benefit cost for 1992, which
        was recorded on a cash basis, has not been restated.

        The Company elected to immediately recognize its estimated accumulated
        postretirement benefit obligation  as of January 1, 1993.  Accordingly,
        a noncash charge of $32,275 ($20,979 net of related income tax
        benefit) was recorded in the consolidated statement of income as a 
        cumulative effect of a change in accounting principle.  See note 3. 
        The adoption of SFAS 106, including the cumulative effect of the
        change in accounting principle, increased the expense for
        postretirement benefits by $35,277 to $36,544 in 1993.  Net periodic
        postretirement benefit cost for 1994 was $4,627.  The Company's 
        accrued postretirement benefit obligation as of December 31, 1994 and
        1993 was $36,001 and $35,277, respectively.

        Actuarial assumptions for the measurement of the December 31, 1994 
        accumulated postretirement benefit obligation include a discount rate  
        of 8% and an assumed health care cost trend rate of 11%, uniformly 
        declining to an ultimate rate of 6% over 12 years.

        Actuarial assumptions for the measurement of the December 31, 1993
        accumulated postretirement benefit obligation and the 1994 net
        periodic postretirement benefit cost include a discount rate of 7% and 
        an assumed health care cost trend rate of 12%, uniformly declining to
        an ultimate rate of 6% over 12 years.

        Actuarial assumptions used to determine the accumulated postretirement
        benefit obligation as of January 1, 1993 and the 1993 net periodic
        postretirement benefit cost include a discount rate of 8% and an
        assumed health care cost trend rate of 14%, uniformly declining to an
        ultimate rate of 6% over 12 years.

        Information regarding the funded status of the plan as a whole as of
        December 31, 1994 and 1993 follows:       

<TABLE>
<CAPTION>
                                                                                             1994             1993
                                                                                          ---------        ---------
           <S>                                                                           <C>              <C>
           Accumulated postretirement benefit obligation:
              Retirees                                                                    $  76,677           90,312
              Fully eligible, active plan participants                                       22,013           24,833
              Other active plan participants                                                 59,089           84,103
                                                                                          ---------        ---------
                 Accumulated postretirement benefit obligation                              157,779          199,248
              Plan assets at fair value                                                      49,012                -
                                                                                          ---------        ---------
                 Plan assets less than accumulated postretirement benefit
                   obligation                                                              (108,767)        (199,248)
              Unrecognized net (gains) losses                                               (41,497)          15,128
                                                                                          ---------        ---------
                 Accrued postretirement benefit obligation                                $(150,264)        (184,120)
                                                                                          =========        =========              
</TABLE>
                                      74
<PAGE>   78
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The amount of net periodic postretirement benefit cost for the plan as 
        a whole for the years ended December 31, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                                                                                   1994            1993
                                                                                                 -------         -------        
           <S>                                                                                  <C>             <C>
           Net periodic postretirement benefit cost:
              Service cost - benefits attributed to employee service during the year             $ 8,586            7,090
              Interest cost on accumulated postretirement benefit obligation                      14,011           13,928
              Actual return on plan assets                                                        (1,622)               -
              Net amortization and deferral                                                        1,622                -
                                                                                                 -------           ------
                 Net periodic postretirement benefit cost                                        $22,597           21,018
                                                                                                 =======           ======
</TABLE>
        The health care cost trend rate assumption has a significant effect
        on the amounts reported.  A one percentage point increase in the
        assumed health care cost trend rate would increase the accumulated
        postretirement benefit obligation as of December 31, 1994 and 1993 by
        $8,109 and $15,621, respectively, and the net periodic postretirement 
        benefit cost for the years ended December 31, 1994 and 1993 by $866 and
        $2,377, respectively.

(12)    Portfolio Transfer of Credit Life and Credit Accident and Health
        ----------------------------------------------------------------
        On March 13, 1992, WCLIC entered into an assignment and assumption
        agreement with American Bankers Life Assurance Company of Florida
        (ABLAC) under which ABLAC assumed, by portfolio transfer, substantially
        all of WCLIC's credit life and accident and health policies in force as
        of January 1, 1992.  A pre-tax loss of approximately $15,000 was
        recognized from this transaction in 1992.  The loss represents
        approximately $34,000 of amortization of deferred policy acquisition
        costs, less approximately $27,000 in ceded commissions earned, plus
        death benefits incurred and other expenses.  Under the terms defined in
        the assignment and assumption agreement, WCLIC is contingently liable
        for adverse development of claims  activity up to a defined limit.  As
        of December 31, 1994, WCLIC has provided for a contingent liability
        based on the development of claims experience through December 31,
        1994.  As of December 31, 1993, WCLIC had provided for the maximum
        contingent liability in the absence of conclusive claims experience
        development.

(13)    Regulatory Risk-Based Capital, Retained Earnings and Dividend
        -------------------------------------------------------------
        Restrictions
        ------------

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

        In accordance with the requirements of the New York statutes, the
        Company has agreed with the Superintendent of Insurance of that state
        that so long as participating policies and contracts are held by
        residents of New York, no profits on participating policies and
        contracts in excess of the larger of (a) ten percent of such profits or
        (b) fifty cents per year per thousand dollars of participating life
        insurance in force, exclusive of group term, at the year-end shall
        inure to the benefit of the shareholders.  Such New York statutes
        further provide that so long as such agreement is in effect, such
        excess of profits shall be exhibited as "participating policyholders'
        surplus" in annual statements filed with the Superintendent and shall be
        used only for the payment or apportionment of dividends to participating
        policyholders at least to the extent required by statute or for the
        purpose of making up any loss on participating policies.

        In the opinion of counsel for the Company, the ultimate ownership of
        the entire surplus, however classified, of the Company resides with the
        shareholder, subject to the usual requirements under state laws and
        regulations that certain deposits, reserves and minimum surplus be 
        maintained for the protection of the policyholders until all policy
        contracts are discharged.
                                      75

<PAGE>   79
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        Based on the opinion of counsel with respect to the ownership of its
        surplus, the Company is of the opinion that the earnings attributable
        to participating policies in excess of the amounts paid as dividends
        to policyholders belong to the shareholder rather than the
        policyholders, and such earnings are so treated by the Company.

        The amount of shareholder's equity other than capital shares
        was $1,904,664, $1,647,353, and $1,426,427 as of December 31,
        1994, 1993 and 1992, respectively.  The amount thereof not 
        presently available for dividends to the shareholder due to the New
        York restrictions and to adjustments relating to GAAP was $929,934,
        $954,037 and $841,583 as of December 31, 1994, 1993 and 1992,
        respectively.

        Ohio law limits the payment of dividends to shareholders.  The 
        maximum dividend that may be paid by the Company without prior
        approval of the Director of the Department of Insurance of the State
        of Ohio is limited to the greater of statutory gain from operations of
        the preceding calendar year or 10% of statutory shareholder's surplus
        as of the prior December 31.  Therefore, $1,707,110, of shareholder's 
        equity, as presented in the accompanying consolidated financial 
        statements, is restricted as to dividend payments in 1995.

        California law limits the payment of dividends to shareholders of
        WCLIC.  The maximum dividend that may be paid by WCLIC without
        prior approval of the Commissioner of the State of California
        Department of Insurance is limited to the greater of WCLIC's
        statutory net income of the preceding calendar year or 10% of 
        WCLIC's statutory shareholder's surplus as of the prior December 31. 
        Therefore, $126,489 of WCLIC's shareholder's equity is restricted as
        to dividend payments in 1995.

        Wisconsin law limits the payment of dividends to shareholders of ELICW. 
        The maximum dividend that may be paid by ELICW without prior approval 
        of the Commissioner of the State of Wisconsin is limited to the greater
        of ELICW's statutory net income of the preceding calendar year or 10%
        of ELICW's statutory surplus as of the prior December 31, Therefore,
        $135,369 of ELICW's shareholder's equity is restricted as to dividend
        payments in 1995.

        Michigan law limits the payment of dividends to shareholders of NCC. 
        The maximum dividend that may be paid by NCC without prior approval
        of the Commissioner of the State of Michigan Bureau of Insurance is
        limited to the greater of NCC's statutory net income, not including
        realized capital gains, of the preceding calendar year or 10% of
        NCC's statutory shareholder's surplus as of the prior December 31.  
        Therefore, $66,564 of NCC's shareholder's equity is restricted as to
        dividend payments in 1995.  In addition, prior approval is not required
        for a dividend which does not increase gross leverage to a point in 
        excess of the United States consolidated industry average for the most
        recent available year.

(14)    Transactions With Affiliates
        ----------------------------
        Effective December 31, 1994, NLIC purchased all of the outstanding 
        shares of ELICW from Wausau Service Corporation (WSC) for an
        amount approximating $165,000, subject to specified adjustments, if
        any, subsequent to year end.  NLIC transferred fixed maturity
        securities and cash with a fair value of $155,000 to WSC on 
        December 28, 1994, which resulted in a realized loss of $19,239 on
        the disposition of the securities.  An accrual approximating $10,000
        is reflected in the accompanying consolidated balance sheet.  The
        purchase price approximated both the historical cost basis and fair 
        value of net assets of ELICW.  ELICW has and will continue to share 
        home office, other facilities, equipment and common management and
        administrative services with WSC.

        The deferred compensation annuity line of business of the Company
        is primarily sold through Public Employees Benefit Services
        Corporation (PEBSCO).  The Company paid PEBSCO commissions and 
        administrative fees of $26,699, $22,681 and $20,146 in 1994, 1993 and
        1992, respectively.  PEBSCO is a wholly owned subsidiary of Corp.

        The Company and NEA Valuebuilder Investor Services, Inc. (NEAVIS) have 
        contracted with the National Education Association (NEA) to provide 
        individual annuity contracts to be marketed exclusively to members of 
        the NEA.  The Company paid NEAVIS a marketing development fee of 
        $11,095, $9,229 and $6,426 in 1994, 1993 and 1992, respectively. 
        NEAVIS is a wholly owned subsidiary of Corp.

        The Company shares home office, other facilities, equipment and
        common management and administrative services with affiliates.
                                      76

<PAGE>   80
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued



        The Company participates in intercompany repurchase agreements 
        with affiliates whereby the seller will transfer securities to the
        buyer at a stated value.  Upon demand or a stated period, the 
        securities will be repurchased by the seller at the original sales 
        price plus a price differential.  Transactions under the agreements
        during 1994 and 1993 were not material.

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

        Intercompany reinsurance contracts exist between NLIC and NMIC,
        NLIC and WCLIC, NLIC and NCC, WCLIC and NMIC and WCLIC and
        ELICW as of December 31, 1994.  These contracts are immaterial to
        the consolidated financial statements.

        NCC participates in several 100% quota share reinsurance agreements     
        with NMIC.  NCC serves as the licensed insurer as required for an
        affiliated excess and surplus lines company and cedes 100% of direct
        written premiums to NMIC.  In 1989, NCC transferred 100% of assets and
        unearned premiums and loss reserves related to a discontinued block of
        assumed reinsurance to NMIC (95.3%) and Nationwide Mutual Fire
        Insurance Company (4.7%).  Effective January 1, 1993, NCC entered into
        a 100% quota share reinsurance agreement to cede to NMIC 100% of all
        written premiums not subject to any other reinsurance agreements.

        As a result of these agreements, and in accordance with STATEMENT OF  
        FINANCIAL ACCOUNTING STANDARDS NO. 113 - ACCOUNTING AND REPORTING FOR 
        REINSURANCE OF SHORT-DURATION AND LONG-DURATION CONTRACTS, the  
        following amounts are included in the consolidated financial statements
        as of December 31, 1994 and 1993 for reinsurance ceded:

<TABLE>
<CAPTION>
                                                                    1994             1993
                                                                  --------         --------
           <S>                                                   <C>              <C>
           Reinsurance recoverable                                $575,721          533,401
           Unearned premium reserves                              (118,092)        (102,644)
           Loss and claim reserves                                (371,974)        (352,303)
           Loss and expense reserves                               (85,655)         (78,454)
                                                                  --------         --------
                                                                  $      0                0
                                                                  ========         ========
</TABLE>

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

        The Company and various affiliates entered into agreements with
        Nationwide Cash Management Company (NCMC) and California Cash
        Management Company (CCMC), both affiliates, under which NCMC and CCMC
        act as common agents in handling the purchase and sale of short-term
        securities for the respective accounts of the  participants.  Amounts on
        deposit with NCMC and CCMC were $92,531 and $28,683 at December 31,
        1994 and 1993, respectively, and are included in short-term
        investments on the accompanying consolidated balance sheets.

(15)    Bank Lines of Credit
        --------------------

        As of December 31, 1994 and 1993, NLIC had $120,000 of confirmed but 
        unused bank lines of credit which support a $100,000 commercial paper 
        borrowing authorization.  Additionally, NFS had $27,000 of confirmed 
        but unused bank lines of credit.
                                      77

<PAGE>   81
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued



(16)    Contingencies
        -------------

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

(17)    Major Lines of Business
        -----------------------

        The Company operates in the life and accident and health lines of
        business in the life insurance and property and casualty insurance 
        industries.  Life insurance operations include whole life, universal 
        life, variable universal life, endowment and term life insurance and  
        annuity contracts issued to individuals and groups.  Accident and 
        health operations also provide coverage to individuals and groups.

        The following table summarizes the revenues and income before Federal
        income tax and cumulative effect of changes in accounting principles 
        for the years ended December 31, 1994, 1993 and 1992 and assets as of
        December 31, 1994, 1993 and 1992, by line of business.

<TABLE>
<CAPTION>
                                                                                  1994              1993             1992
                                                                              -----------       ----------       ----------
            <S>                                                             <C>                 <C>              <C>
            Revenues:
                 Life insurance                                               $ 1,577,809        1,479,956        1,406,417
                 Accident and health                                              345,544          339,764          475,290
                 Investment income allocated to capital and surplus               122,847          214,806           51,611
                                                                              -----------        ---------        ---------
                      Total                                                   $ 2,046,200        2,034,526        1,933,318
                                                                              ===========        =========        =========
            Income before Federal income tax and cumulative
                effect of changes in accounting principles:
                 Life insurance                                                   141,650           83,917           78,627
                 Accident and health                                               13,220           15,043              436
                 Investment income allocated to capital and surplus               118,360          213,941           51,496
                                                                              -----------        ---------        ---------
                      Total                                                   $   273,230          312,901          130,559
                                                                              ===========        =========        =========
            Assets:
                 Life insurance                                                28,351,628       22,982,186       19,180,561
                 Accident and health                                              852,026          773,007          343,535
                 Capital and surplus                                            1,908,479        1,651,168        1,430,242
                                                                              -----------        ---------        ---------
                      Total                                                   $31,112,133       25,406,361       20,954,338
                                                                              ===========        =========        =========
</TABLE>

        Included in life insurance revenues are premiums from certain annuities
        with life contingencies of $20,134 ($35,341 and $54,066 for the years  
        ended December 31, 1993 and 1992, respectively) as well as universal  
        life and investment product policy charges of $239,021 ($188,057 and 
        $148,464 for the years ended December 31, 1993 and 1992 respectively) 
        for the year ended December 31, 1994.

        Allocations of investment income and certain general expenses were
        based on a number of assumptions and estimates, and reported operating
        results would change by line if different methods were applied.  
        Investment income and realized gains allocable to policyholders in 1994
        were $1,193,292 and $1,775, respectively.

(18)    Subsequent Event
        ----------------

        On January 30, 1995, FHLIC received approval from the Ohio Secretary of
        State to change its name to Nationwide Life and Annuity Insurance 
        Company.
                                      78

<PAGE>   82

                          PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT
   
This Post-Effective Amendment No. 6 to Form S-6 Registration Statement
comprises the following papers and documents:
    
The facing sheet.

Cross-reference to items required by Form N-8B-2.
   
The prospectus consisting of 78 pages.
    
Representations and Undertakings.

Accountants' Consent.

The Signatures.

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


<TABLE>
<S>                                                              <C>                                                          
1.     Power of Attorney dated April 5, 1995                     An original power of attorney dated April 5, 1995 is
                                                                 included with the Post-Effective Amendment No. 6 to the
                                                                 Registration Statement on Form N-4 of NACo Variable Account
                                                                 (File No. 33-33425, 811-5999).                               
                                                                                                                              
2.     Resolution of the Depositor's Board of Directors          Included with the Registration Statement on Form N-8B-2 for
       authorizing the establishment of the Registrant,          the Nationwide VLI Separate Account (File No. 811-4399), and
       adopted                                                   hereby incorporated herein by reference.                     
                                                                                                                              
3.     Distribution Contracts                                    Included with the Registration Statement on Form N-8B-2 for
                                                                 the Nationwide VLI Separate Account (File No. 811-4399), and
                                                                 hereby incorporated herein by reference.                     
                                                                                                                              
4.     Form of Security                                          Included with Pre-Effective Amendment No. 1 and hereby
                                                                 incorporated herein by reference.                            
                                                                                                                              
5.     Articles of Incorporation of Depositor                    Included with the Registration Statement on Form N-8B-2 for
                                                                 the Nationwide VLI Separate Account (File No. 811-4399), and
                                                                 hereby incorporated herein by reference.                     
                                                                                                                              
6.     Application form of Security                              Included with Pre-Effective Amendment No. 1 and hereby
                                                                 incorporated herein by reference.                            
                                                                                                                              
7.     Opinion of Counsel                                        Included with Pre-Effective Amendment No. 1 and hereby
                                                                 incorporated herein by reference.                            
</TABLE>                                                      


<PAGE>   83

REPRESENTATIONS AND UNDERTAKINGS

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

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

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

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

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

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


<PAGE>   84

                                   SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NATIONWIDE VLI SEPARATE ACCOUNT, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 6 and has duly caused this Post-Effective
Amendment No. 6 to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City
of Columbus, and State of Ohio, on this 26th day of June, 1995.
    
                                               NATIONWIDE VLI SEPARATE ACCOUNT
                                              ---------------------------------
                                                         (Registrant)

                                              NATIONWIDE LIFE INSURANCE COMPANY
                                              ---------------------------------
(Seal)                                                    (Sponsor)
Attest: 
W. SIDNEY DRUEN                               By:       JOSEPH P. RATH
- ---------------------------------                ------------------------------
W. Sidney Druen                                         Joseph P. Rath
Assistant Secretary                              Vice President and Associate
                                                        General Counsel
                                              
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 has been signed below by the following persons in the
capacities indicated on the 26th day of June, 1995.
    
   
<TABLE>
<CAPTION>
                SIGNATURE                                       TITLE
<S>                                                   <C>                          <C>     
LEWIS J. ALPHIN                                               Director
- ---------------------------------                                     
Lewis J. Alphin

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

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

PETER F. FRENZER                                      President/Chief Operating
- ---------------------------------                       Officer and Director   
Peter F. Frenzer                                                            
                                                        
CHARLES L. FUELLGRAF, JR.                                     Director
- ---------------------------------                                     
Charles L. Fuellgraf, Jr.

HENRY S. HOLLOWAY                                       Chairman of the Board
- ---------------------------------                           and Director     
Henry S. Holloway                                           

D. RICHARD McFERSON                                    Chief Executive Officer
- ---------------------------------                           and Director      
D. Richard McFerson                                                     
                                                            
DAVID O. MILLER                                               Director
- ---------------------------------                                     
David O. Miller

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

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

JAMES F. PATTERSON                                            Director             By:          JOSEPH P. RATH
- ---------------------------------                                                      --------------------------------
James F. Patterson                                                                     Joseph P. Rath, Attorney-in-Fact

ROBERT H. RICKEL                                              Director
- ---------------------------------                                     
Robert H. Rickel

ARDEN L. SHISLER                                              Director
- ---------------------------------                                     
Arden L. Shisler

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

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

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

<PAGE>   1

                              POWER OF ATTORNEY


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

        IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this fifth day of April, 1995.


/s/ Lewis J. Alphin                      /s/ C. Ray Noecker                
- -------------------------------------    --------------------------------------
Lewis J. Alphin, Director                C. Ray Noecker, Director

/s/ Willard J. Engel                     /s/ Robert A. Oakley
- -------------------------------------    --------------------------------------
Willard J. Engel, Director               Robert A. Oakley, Senior Vice
                                         President and Chief Financial Officer
/s/ Fred C. Finney
- -------------------------------------    /s/ James F. Patterson
Fred C. Finney, Director                 --------------------------------------
                                         James F. Patterson, Director
/s/ Peter F. Frenzer
- -------------------------------------    /s/ Robert H. Rickel
Peter F. Frenzer, President/Chief        -------------------------------------
Operating Officer and Director           Robert H. Rickel, Director

/s/ Charles L. Fuellgraf, Jr.            /s/ Arden L. Shisler
- -------------------------------------    --------------------------------------
Charles L. Fuellgraf, Jr., Director      Arden L. Shisler, Director

/s/ Henry S. Holloway                    /s/ Robert L. Stewart
- -------------------------------------    --------------------------------------
Henry S. Holloway, Chairman of the       Robert L. Stewart, Director
Board, Director
                                         /s/ Nancy C. Thomas
/s/ D. Richard McFerson                  --------------------------------------
- -------------------------------------    Nancy C. Thomas, Director
D. Richard McFerson, Chief Executive
Officer and Director                     /s/ Harold W. Weihl
                                         -------------------------------------
/s/ David O. Miller                      Harold W. Weihl, Director
- -------------------------------------    
David O. Miller, Director



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