NATIONWIDE VLI SEPARATE ACCOUNT
424B3, 1995-05-04
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                                  Offered by
                      Nationwide Life Insurance Company





                     NATIONWIDE LIFE INSURANCE COMPANY




                       Nationwide VLI Separate Account

          Individual Single Premium Variable Life Insurance Contract




                                  PROSPECTUS



                                  May 1, 1995
<PAGE>   2
                       NATIONWIDE LIFE INSURANCE COMPANY
                                P.O. Box 182150
                              One Nationwide Plaza
                           Columbus, Ohio  43218-2150
                       (800) 547-7548, TDD (800) 238-3035
           MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICIES*
                  ISSUED BY 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 may meet the definition of "modified
endowment contracts" under Section 7702A of the Internal Revenue Code (the
"Code").  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.  Any distribution is
taxable to the extent the Cash Value of the Policy exceeds, at the time of the
distribution, the premiums paid into the Policy.  The Code also provides for a
10% tax penalty on the taxable portion of such distributions.  That penalty is
applicable unless the distribution is 1) paid after the Policy Owner is 59-1/2
or disabled; or 2) the distribution is part of an annuity to the Policy Owner
as defined in the Code (see "Tax Matters").

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 may not be advantageous
for persons who may wish to make policy loans or withdrawals prior to attaining
age 59-1/2 (see "Tax Matters").  The Policy Owner may allocate 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 Mutual Fund options:

                    AMERICAN CAPITAL LIFE INVESTMENT TRUST:

                            -Money Market Portfolio

                            -Common Stock Portfolio

                             -Government Portfolio

                          -Multiple Strategy Portfolio

    -Domestic Strategic Income Portfolio (formerly Corporate Bond 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.

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."





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*The contract is titled a "Flexible Premium Life Insurance Policy" in Texas.

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 May 1, 1995.





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<PAGE>   4
                               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 proceeds due on the Insured's death are
paid.

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

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.

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.

POLICY ANNIVERSARY- An anniversary of the Policy Date.

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
Loans.

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 Date
anniversary thereafter.





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

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

VALUATION DATE- Each day the New York Stock Exchange and the Company's Home
Office is open for business, or any other day during which there is a
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.





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                               TABLE OF CONTENTS

GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
SUMMARY OF THE POLICIES . . . . . . . . . . . . . . . . . . . . . . . . .     7
         Variable Life Insurance  . . . . . . . . . . . . . . . . . . . .     7
         The Variable Account and its Sub-Accounts  . . . . . . . . . . .     7
         The Fixed Account  . . . . . . . . . . . . . . . . . . . . . . .     7
         Deductions and Charges . . . . . . . . . . . . . . . . . . . . .     7
         Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
NATIONWIDE LIFE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . .     9
THE VARIABLE ACCOUNT  . . . . . . . . . . . . . . . . . . . . . . . . . .     9
         Investments of the Variable Account  . . . . . . . . . . . . . .     9
         American Capital Life Investment Trust . . . . . . . . . . . . .    10
         Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . .    11
         Transfers  . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
         Dollar Cost Averaging  . . . . . . . . . . . . . . . . . . . . .    11
         Substitution of Securities . . . . . . . . . . . . . . . . . . .    12
         Voting Rights  . . . . . . . . . . . . . . . . . . . . . . . . .    12
INFORMATION ABOUT THE POLICIES  . . . . . . . . . . . . . . . . . . . . .    13
         Underwriting and Issuance  . . . . . . . . . . . . . . . . . . .    13
         -Minimum Requirements for Issuance of a Policy . . . . . . . . .    13
         -Premium Payments  . . . . . . . . . . . . . . . . . . . . . . .    13
         -Allocation of Cash Value  . . . . . . . . . . . . . . . . . . .    14
         -Short-Term Right to Cancel Policy . . . . . . . . . . . . . . .    14
POLICY CHARGES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
         Deductions from Premiums . . . . . . . . . . . . . . . . . . . .    14
         Deductions from Cash Value . . . . . . . . . . . . . . . . . . .    14
         -Charges on Surrender  . . . . . . . . . . . . . . . . . . . . .    14
         -Annual Administrative Charge  . . . . . . . . . . . . . . . . .    15
         -Cost of Insurance Charge  . . . . . . . . . . . . . . . . . . .    16
         Deductions from the Sub-Accounts . . . . . . . . . . . . . . . .    16
         -Mortality and Expense Risk Charge . . . . . . . . . . . . . . .    16
         -Administrative Expense Charge . . . . . . . . . . . . . . . . .    17
         -Premium Tax Recovery Charge . . . . . . . . . . . . . . . . . .    17
         -Income Tax Charge . . . . . . . . . . . . . . . . . . . . . . .    17
HOW THE CASH VALUE VARIES . . . . . . . . . . . . . . . . . . . . . . . .    17
         How the Investment Experience is Determined  . . . . . . . . . .    17
         Net Investment Factor  . . . . . . . . . . . . . . . . . . . . .    18
         Valuation of Assets  . . . . . . . . . . . . . . . . . . . . . .    18
         Determining The Cash Value . . . . . . . . . . . . . . . . . . .    18
         Valuation Periods and Valuation Dates  . . . . . . . . . . . . .    19
SURRENDERING THE POLICY FOR CASH  . . . . . . . . . . . . . . . . . . . .    19
         Right to Surrender . . . . . . . . . . . . . . . . . . . . . . .    19
         Cash Surrender Value . . . . . . . . . . . . . . . . . . . . . .    19
         Partial Surrenders . . . . . . . . . . . . . . . . . . . . . . .    19
         Maturity Proceeds  . . . . . . . . . . . . . . . . . . . . . . .    20
         Income Tax Withholding . . . . . . . . . . . . . . . . . . . . .    20
POLICY LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
         Taking a Policy Loan . . . . . . . . . . . . . . . . . . . . . .    20
         Effect on Investment Performance . . . . . . . . . . . . . . . .    20
         Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21





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         Effect on Death Benefit and Cash Value . . . . . . . . . . . . .    21
         Repayment  . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
HOW THE DEATH BENEFIT VARIES  . . . . . . . . . . . . . . . . . . . . . .    21
         -Calculation of the Death Benefit  . . . . . . . . . . . . . . .    21
         -Proceeds Payable on Death . . . . . . . . . . . . . . . . . . .    23
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY  . . . . . . . . . . . . . .    23
CHANGES OF INVESTMENT POLICY  . . . . . . . . . . . . . . . . . . . . . .    24
GRACE PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
THE FIXED ACCOUNT OPTION  . . . . . . . . . . . . . . . . . . . . . . . .    25
CHANGES IN EXISTING INSURANCE COVERAGE  . . . . . . . . . . . . . . . . .    25
         Changes in the Specified Amount  . . . . . . . . . . . . . . . .    25
         Changes in the Death Benefit Option  . . . . . . . . . . . . . .    25
OTHER POLICY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . .    26
         Policy Owner . . . . . . . . . . . . . . . . . . . . . . . . . .    26
         Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . .    26
         Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
         Incontestability . . . . . . . . . . . . . . . . . . . . . . . .    26
         Error in Age or Sex  . . . . . . . . . . . . . . . . . . . . . .    27
         Suicide  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
         Nonparticipating Policies  . . . . . . . . . . . . . . . . . . .    27
LEGAL CONSIDERATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .    27
DISTRIBUTION OF THE POLICIES  . . . . . . . . . . . . . . . . . . . . . .    27
CUSTODIAN OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
         Policy Proceeds  . . . . . . . . . . . . . . . . . . . . . . . .    27
         Taxation of the Company  . . . . . . . . . . . . . . . . . . . .    28
         Other Considerations . . . . . . . . . . . . . . . . . . . . . .    29
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
COMPANY MANAGEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
         Directors of the Company . . . . . . . . . . . . . . . . . . . .    30
         Executive Officers of the Company  . . . . . . . . . . . . . . .    31
OTHER CONTRACTS ISSUED BY THE COMPANY . . . . . . . . . . . . . . . . . .    31
STATE REGULATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
REPORTS TO POLICY OWNERS  . . . . . . . . . . . . . . . . . . . . . . . .    32
ADVERTISING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33
REGISTRATION STATEMENT  . . . . . . . . . . . . . . . . . . . . . . . . .    33
LEGAL OPINIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33
APPENDICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
ILLUSTRATIONS OF CASH VALUES, CASH SURRENDER VALUES AND DEATH BENEFITS  .    37
FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . .    47

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.





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<PAGE>   8
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 Policy Charges, the Policy will
lapse.

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

The Company places the Policy's Cash Value in the Nationwide VLI Separate
Account (the "Variable 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.

The Company deducts a charge for the cost of insurance from the Policy's Cash
Value on the Policy Date and each Monthly Anniversary Day.  The Company deducts
an annual policy administrative charge from the Policy's Cash Value at the
beginning of each Policy Year after the first.  The current annual charge is
$90 ($65 in New York) for total premium payments less than $25,000 and $50 for
total premium payments





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<PAGE>   9
greater than or equal to $25,000.  This charge is guaranteed never to exceed
$135 ($120 in New York) for total premium payments less than $25,000 and $75
for total premium payments greater than or equal to $25,000.  The Company also
deducts on a daily basis from the assets of the Variable Account a charge to
provide for mortality and expense risks, administrative charges and premium tax
recovery.  These current charges are equal on an annual basis to 1.30% of the
Variable Account assets for the first 10 Policy Years and 1.00% thereafter and
are guaranteed never to exceed 1.60% and 1.30% respectively.  For Policies
which are surrendered, the Company may deduct a Surrender Charge.  The
Surrender Charge associated with each premium payment will not exceed 8.5% of
the premium payment, and will be applied for nine years after the effective
date of the premium payment.  The Surrender Charge is designed to recover
certain expenses incurred by the Company related to the sale of Policies.
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 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>
   Money Market Portfolio
        Management Fees  . . . . . . . . . . . . . . . . . . . . . . . . . 0.23%
        Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 0.37%
            Total Portfolio Company Expenses . . . . . . . . . . . . . . . 0.60%
   Common Stock Portfolio
        Management Fees  . . . . . . . . . . . . . . . . . . . . . . . . . 0.42%
        Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 0.18%
            Total Portfolio Company Expenses . . . . . . . . . . . . . . . 0.60%
   Government Portfolio
         Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . 0.40%
         Other Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . 0.20%
            Total Portfolio Company Expenses . . . . . . . . . . . . . . . 0.60%
   Multiple Strategy Portfolio
         Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . 0.38%
         Other Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . 0.22%
            Total Portfolio Company Expenses . . . . . . . . . . . . . . . 0.60%
   Domestic Strategic Income Portfolio
         Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . 0.15%
         Other Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . 0.45%
            Total Portfolio Company Expenses . . . . . . . . . . . . . . . 0.60%
</TABLE>

The 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.




                                       8
<PAGE>   10
PREMIUMS

The minimum premium for which a Policy may be issued is $10,000.  A Policy may
be issued to an insured up to age 80.

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").

                       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 Nationwide VLI Separate 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").

Premium payments and Cash Value are allocated within the Variable Account among
one or more sub-accounts.  The assets of each sub- account are used to purchase
shares of the underlying 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 Cash Value
allocated among one or more of the Variable Account sub- accounts and the Fixed
Account (see "Allocation of Cash Value").  When the policy is issued, the
Policy's Cash Value not allocated to the Fixed Account is placed in the Money
Market Portfolio Sub-Account (for any Cash Value Allocated to a Sub-Account on
the Application) or the Fixed Account, as designated by the Policy Owner, until
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy.  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





                                       9
<PAGE>   11
for the respective sub-account(s).  Such election is subject to any minimum
premium limitations which may be imposed by the underlying Mutual Fund
option(s).  In addition, no less than 5% of premium may be allocated to any one
sub-account or the Fixed Account.  The Policy Owner may change the allocation
of Cash Value 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 this prospectus (see "Transfers" and
"Allocation of Cash Value" and "Short-Term Right to Cancel Policy").

Each of the underlying Mutual Fund options receives investment advice from
American Capital Asset Management, Inc., 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.  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 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 Fund options, their
investment policies and restrictions, risks and charges are contained in the
prospectuses of the respective underlying Mutual Funds.  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

- -     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.

- -     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.

- -     GOVERNMENT PORTFOLIO

       The investment objective of this Fund is to provide investors with a
       high current return consistent with preservation of capital.  The
       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 Portfolio may also purchase
       or sell options and engage in transactions involving interest rate
       futures contracts and options on such contracts.

- -     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.

- -     DOMESTIC STRATEGIC INCOME PORTFOLIO (FORMERLY CORPORATE BOND PORTFOLIO)

       This Fund seeks current income as its primary objective.  Capital
       appreciation is a secondary objective.  The Portfolio attempts to
       achieve these objectives through investment primarily in a





                                       10
<PAGE>   12
       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.

REINVESTMENT

The Funds 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 Policy Owner may request a transfer of up to 100% of the Cash Value from
the Variable Account to the Fixed Account.  The 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 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 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 in a declining market.  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





                                       11
<PAGE>   13
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 underlying Mutual Fund options described in this prospectus
should no longer be available for investment by the Variable Account or, if in
the judgment of the Company's management further investment in such underlying
Mutual 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 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 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 in the Variable Account as to which no timely instructions are received
will be voted by the Company in the same proportion as the voting instructions
which are received.




                                       12
<PAGE>   14
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 minimum amount of initial premium that will be accepted by the Company is
$10,000.  Policies may be issued to Insureds issue ages 80 or younger.  Before
issuing any Policy, the Company requires evidence of insurability satisfactory
to it, 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 minimum amount of initial premium required is $10,000 for issue
ages 75 or younger and $50,000 for issue ages 76 through 80.  The Specified
Amount is determined by treating the initial premium as equal to 100% of the
Guideline Single Premium.  Upon payment of an initial premium, temporary
insurance may be provided, subject to a maximum amount.  The effective date of
permanent 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.

The Policy Owner may make additional premium payments.  The Policy is primarily
intended to be a single premium with a limited ability to make additional
payments.  Subsequent premium payments under the Policy are permitted under the
following circumstances:

1.     an additional premium payment is required to keep the Policy in force
       (see "Grace Period"); or

2.     except in Virginia, additional premium payments of at least $1,000 may
       be made at any time provided the premium limits prescribed by the
       Internal Revenue Service to qualify the Policy as a life insurance
       contract are not violated.

Payment of additional premiums if accepted, may increase the Specified Amount
of insurance.  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.  The Company may also require
that any existing Policy indebtedness is repaid prior to accepting any
additional premium payments.





                                       13
<PAGE>   15
The Company will not accept a subsequent premium payment which would result in
total premiums paid exceeding the premium limitations prescribed by the
Internal Revenue Service to qualify the Policy as a life insurance contract.

- -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 premium invested on the date the premium was received in
good order by the Company.  When the Policy is issued, the Cash Value will be
allocated to the Money Market Portfolio Sub-Account (for any Cash Value
Allocated to a Sub- Account on the Application) or the Fixed Account until the
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy. Cash Value 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 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 Cash Value 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 the prospectus.  Cash Value 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 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 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

No deduction is made from any premium at the time of payment.  100% of each
premium payment is applied to the Cash Value.

DEDUCTIONS FROM CASH VALUE

The Company may deduct certain charges from the Policy's Cash Value.  While the
Company reserves the right to change current charges, it has no present intent
to do so.  These are comprised of the following items:

- -Charges on Surrender

No charges are deducted from any premium payment.  The Company incurs certain
expenses related to the sale of the Policies.  These expenses include
commissions paid to sales personnel, the cost of sales literature and other
promotional activity.  To recover these expenses, the Company imposes a





                                       14
<PAGE>   16
Surrender Charge.  The Surrender Charge may be insufficient to recover all
these expenses.  Unrecovered expenses are born by the Company's general assets
which may include profits, if any, from Mortality and Expense Risk Charges.

The initial premium payment and any subsequent premium payment which results in
an increased net amount at risk will have a Surrender Charge associated with
it, that will be less than or equal to 8.5% of such premium payment, as set
forth in the following chart.  The Surrender Charge applies for nine years
after the effective date of each premium payment.  Certain surrenders may
result in adverse tax consequences (see "Tax Matters").

<TABLE>
<CAPTION>
                 COMPLETED YEAR(S) SINCE               CHARGES ON SURRENDER AS A
                     PREMIUM PAYMENT                       % PREMIUM PAYMENT
                     ---------------                       -----------------
                           <S>                                  <C>
                            0                                    8.5%
                            1                                    8.5%
                            2                                    8.0%
                            3                                    8.0%
                            4                                    7.5%
                            5                                    7.0%
                            6                                    6.0%
                            7                                    5.0%
                            8                                    4.0%
                            9                                    0.0%
</TABLE>

In no event will the surrender charge deducted on surrender exceed 8.5% of the
total premiums paid.

The amount of the Surrender Charge may be eliminated when the Policies are
issued to an officer, director, former director, partner, employee, or retired
employee of the Company; an employee of the General distributor of the
Policies, American Capital Marketing, Inc.; or an employee of an affiliate of
the Company or the General Distributor; or, a duly appointed representative of
the company who receives no commission as a result of the purchase.

Elimination of the Surrender Charge will be permitted by the Company only in
those situations where the Company does not incur sales or administrative
expenses normally associated with sales of a Policy.  In no event will
reduction of the Surrender Charge be permitted where such reduction will be
unfairly discriminatory to any person.

- -Annual Administrative Charge

The Company deducts an annual administrative charge at the beginning of each
Policy Year after the first.  It will be charged proportionately to the Cash
Values in each Variable sub-account and the Fixed Account.  The amount of this
annual charge is determined by the total net premium payments (premium payments
less any previous partial surrenders) as follows:

<TABLE>
<CAPTION>
   Total Net Premium    Payments
      Greater than      But Less       Current Annual Administrative       Guaranteed Maximum Annual
      or Equal to         than                     Charge                    Administrative Charge
      -----------         ----                     ------                    ---------------------
        <S>              <C>               <C>                               <C>
        $10,000          $25,000           $90 Non-New York                  $135 Non-New York
        $25,000                            $65 In New York                   $120 In New York
                                           $50 All States                    $  75 All States
</TABLE>





                                       15
<PAGE>   17
- -Cost of Insurance Charge

A monthly deduction for the Cost of insurance is charged proportionately
against the Cash Value in each Sub-account and the Fixed Account on the Policy
Date and each Monthly Anniversary Day.  The Company will determine the Monthly
Cost of Insurance charge by multiplying the Applicable Cost of Insurance rate
by the net amount at risk.  The net amount at risk is equal to the Death
Benefit minus the Cash Value.

Guaranteed cost of insurance charges will not exceed the cost based on the
guaranteed cost of insurance rate and the Policy's net amount at risk.
Guaranteed cost of insurance rates for Standard-Simplified issues are based on
the 1980 Commissioner's Extended Term Mortality Table, Age Last Birthday (1980
CET).  Guaranteed cost of insurance rates for Standard Preferred issues are
based on the 1980 Commissioner's Standard Ordinary Mortality Table, Age Last
Birthday (1980 CSO).  Guaranteed cost of insurance rates for substandard issues
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 Commissioner's Standard Ordinary Mortality Table, Age Last
Birthday (1980 CSO).

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.

DEDUCTIONS FROM THE SUB-ACCOUNTS

The Company will deduct, on a daily basis, certain charges from the assets of
the Variable Account.  On an annual basis, these charges are equivalent to:

<TABLE>
<CAPTION>
                                        Policy Years          Policy Years
                                            1-10                   11+
                                            ----                   ---
               <S>                         <C>                    <C>
               Current                     1.30%                  1.00%
               Guaranteed Maximum          1.60%                  1.30%
</TABLE>

While the Company reserves the right to change current charges, it has no
present intent to do so.

These charges consist of the following items:

- -Mortality and Expense Risk Charge

The Company assumes certain risks for guaranteeing 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
nonrecovery of policy issue, underwriting, and other administrative expenses
due to Policies which lapse or are surrendered during the first ten years
following each premium payment.





                                       16
<PAGE>   18
To compensate the Company for assuming these risks associated with the
Policies, the Company deducts a daily charge from the assets of the
sub-accounts of the Variable Account.  This charge currently is equivalent to
an effective annual rate of 0.75%.  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 these charges.  This charge is guaranteed not to
exceed 0.90%.

- -Administrative Expense Charge

The Company deducts a daily Administrative Expense Charge to reimburse it for
expenses related to issuance and maintenance of the Policies including
underwriting, establishing policy records, accounting and record keeping, and
periodic reporting to Policy Owners.  This charge is designed only to reimburse
the Company for its actual administrative expenses.  In the aggregate, the
Company expects that the charges for administrative costs will be approximately
equal to the related expenses.

This charge is deducted daily from the assets of the sub-accounts of the
Variable Account.  This charge currently is equivalent to an annual effective
rate of 0.25%.  This charge is guaranteed not to exceed 0.40%.

- -Premium Tax Recovery Charge

Premium taxes are not deducted at the time a premium is paid.  The Company 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
gradually can range from 0% to 4%.  To reimburse the Company for the payment of
state premium taxes associated with the Policies, during the first ten Policy
Years the Company deducts a daily charge from the assets of the sub-accounts.
This charge is computed on a daily basis, and is equivalent to an annual
effective rate of 0.30% of the assets of the Variable Account during the first
ten Policy Years, and 0% thereafter.  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.

- -Income Tax Charge

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 premium applied since the previous Valuation
Date, 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





                                       17
<PAGE>   19
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.

(c)  is a factor representing the daily Mortality and Expense Risk Charge,
     Administration Expense Charge and Premium Tax Recovery Charge deducted
     from the Variable Account.  Such factor is equal to an annual rate of
     1.30% for the first ten years and then 1.00% thereafter of the daily net
     asset value of the Variable Account.

For underlying Mutual Funds that credit dividends on a daily basis and pay such
dividends once a month, 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, Administration Expense Charge,
and Premium Tax Recovery 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





                                       18
<PAGE>   20
Variable Account and an appropriate amount from the Fixed Account will be
deducted in the same proportion that the Policy Owner's interest in the
Variable Account and the Fixed Account bears to the total Cash Value.

The Cash Value in the Fixed Account and the Policy Loan Account is credited
with interest daily at an effective annual rate which 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 is 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 payment;

     2      Partial surrenders must not result in a reduction of the Cash
            Surrender Value below $10,000; 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 surrender
amounts must be first deducted from the values in the Variable sub-





                                       19
<PAGE>   21
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

The Policy Owner may take a loan using the Policy as security.  During the
first year, maximum Policy indebtedness is limited to 50% of the Cash Surrender
Value less interest due on the next Policy Anniversary.  After the first Policy
Year, the maximum Policy indebtedness is limited to 90% of the Cash Surrender
Value 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 Benefit 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.

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.

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





                                       20
<PAGE>   22
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 5.0%.  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.
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.  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 loan indebtedness plus accrued interest 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 loan indebtedness plus accrued interest 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.

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 a loan 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 Premium allocation 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 Specified Amount is determined by treating the initial premium as
equal to 100% of the Guideline Single Premium.  Additional premium payments, if
accepted, may increase the Specified Amount.  Guideline Single Premiums vary by
attained age, sex, smoking classification, underwriting classification and
total premium payments.  The following table illustrates representative initial
Specified Amounts, under Death Benefit Option 1, for non-tobacco.





                                       21
<PAGE>   23
<TABLE>
<CAPTION>
            Issue                  $25,000 Single                       $50,000 Single
             Age                       Premium                              Premium
             ---                 Male          Female                  Male       Female
                                 ----          ------                  ----       ------
             <S>              <C>            <C>                    <C>          <C>
             35               $179,733       $208,354               $364,774     $423,008
             40                143,373        166,704                290,792      338,264
             45                114,856        134,300                232,769      272,332
             50                 92,583        108,739                187,452      220,323
             55                 75,306         88,601                152,298      179,349
             60                 62,112         72,636                125,453      146,866
             65                 52,094         59,930                105,070      121,014
</TABLE>

Generally, for a given premium payment, the initial Specified Amount is greater
for non-tobacco than standard, females than males, preferred issue than
simplified issue.  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.

Policy Owners who are satisfied with the amount of their current insurance
coverage and prefer to have favorable investment performance and any future
premium payments reflected in increased Policy Cash Values should choose Death
Benefit Option (1).  Policy Owners who prefer to have favorable investment
performance and any future premium payments increase Death Benefits should
choose Death Benefit Option (2).

The monthly Cost of Insurance for Option (1) will always be less than or equal
to the monthly Cost of Insurance for the same amount of Death Benefit under
Option (2) (see "Cost of Insurance Charge").

       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" following.





                                       22
<PAGE>   24
                   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 Proceeds payable on the Insured's death will be the Death Benefit as
described above less any outstanding Policy loans, and less any unpaid Policy
Charges.  Under certain circumstances, the 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 modified single premium life
insurance policy offered by the Company on the Policy Date.  If not available,
the new policy may be 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





                                       23
<PAGE>   25
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 a Variable Account.
The Company must inform the Policy Owner 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 holders 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 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.

The new policy will not be affected by the investment experience of any
Variable 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

If the Cash Surrender Value in the Policy is insufficient to pay the Cost of
Insurance Charges, Policy loan interest, or other charges which become due but
are unpaid, a grace period of 61 days will be allowed for payment of sufficient
premium to continue the Policy in force.  The Company will notify the Policy
Owner of the amount required to continue the Policy in force. If the required
amount is not received within 61 days of the notice, the Policy will terminate
without value.  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
the Company.  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 appropriate Surrender Charge.  Such Surrender Charge
will be based on the length of time from the date of premium payments to the
effective date of the reinstatement.  Unless the Policy Owner has provided
otherwise, the allocation of the amount of the Surrender Charge,




                                       24
<PAGE>   26
additional premium payments, and any loan repayments will be 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 Nationwide'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
Nationwide 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 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 Nationwide's general assets (General Account).
Nationwide'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 and in the annual
statement 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

After the first Policy Year, 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.

CHANGES IN THE SPECIFIED AMOUNT

Payment of additional premiums or changes in the Death Benefit Option may
require an increase to the Specified Amount.  The minimum increase in the
Specified Amount permitted by the Company is $10,000.  An approved increase
will have an effective date of the Monthly Anniversary Day on or next following
the date we approve the supplemental application.  The Company reserves the
right to limit such increases to one per Policy Year, and to require
satisfactory evidence of insurability for any increase in the Specified Amount.
In addition, the rate class, rate class multiple and rate type for the increase
in Specified Amount must be identical to those on the Policy Date.  The
Specified Amount can not be decreased if, after the decrease the policy would
fail to satisfy the definition of Life Insurance under Section 7702 of the
Internal Revenue Code.

CHANGES IN THE DEATH BENEFIT OPTION

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.  Evidence
of insurability is not required for a change from Option 2 to Option 1.  The
Company reserves





                                       25
<PAGE>   27
the right to require evidence of insurability for a change from Option 1 to
Option 2.  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.

                            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 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, unless otherwise provided.  Multiple
beneficiaries will be paid in equal shares, unless otherwise provided.  If no
named Beneficiary survives the Insureds, the 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.  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 a Death Benefit based on representations in any
written application when such benefit has been in force, during the lifetime of
the Insured, for two years.





                                       26
<PAGE>   28
ERROR IN AGE OR SEX

If the Insured's age, sex or both, as stated in the application, are incorrect,
the affected benefits will be adjusted to reflect the correct age or sex.

SUICIDE

If the Insured dies by suicide within two years from the Policy Date, the
Company will pay no more than the sum of the premiums, less any unpaid loan.
If the Insured dies by suicide 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.

NONPARTICIPATING POLICIES

The Policies are nonparticipating.  This means that they do not participate in
any dividend distribution of the Company's surplus.

                              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
provided 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 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
7.50% of the premiums paid.

                              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 life insurance proceeds payable under
a Policy are excludable from gross income of the beneficiary under Section 101
of the Code.





                                       27
<PAGE>   29
The Policies described in this prospectus, meet the definition of "modified
endowment contracts" under Section 7702A of the Code.  The Code defines
modified endowment contracts as those policies issued or materially changed
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.  The policies offered in
this prospectus typically fall within this definition. 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.  Any distribution is taxable to the extent the Cash Value
of the Policy exceeds, at the time of the distribution, the premiums paid into
the Policy.  The code generally provides for a 10% tax penalty on the taxable
portion of such distributions.  That penalty is applicable unless the
distribution is:  (1) paid after the Policy Owner is 59-1/2 or disabled; or (2)
the distribution is part of an annuity to the Policy Owner as defined in the
Code.

Even though exchanges under Section 1035 of the Code qualify as material
changes, certain exchanges of pre-June 22, 1988 policies may retain their
non-modified endowment status.  Therefore, 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 fifteen 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 certain material changes 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 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.  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.





                                       28
<PAGE>   30
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.

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, 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.




                                       29
<PAGE>   31
The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers.  Nationwide Corporation is the sole
shareholder of Nationwide Life.

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 Farm (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.





                                       30
<PAGE>   32
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 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 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                          Senior 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 and 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.





                                       31
<PAGE>   33
                                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 debt, as well as interest on the debt for the preceding year.

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

In addition, Policy Owners will receive statements of significant transactions,
such as change in Specified Amount, change in Death Benefit Option, changes in
future premium allocation, transfers among sub-accounts, premium payments,
loans, increase in loan principal, loan repayments, unpaid loan interest added
to principal, 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 American Capital Marketing, Inc., is not engaged in any material litigation
of any nature.





                                       32
<PAGE>   34
                                    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.





                                       33
<PAGE>   35
                                   APPENDIX 1

        ILLUSTRATIONS OF WHEN ADDITIONAL PREMIUM PAYMENTS ARE PERMITTED

Example 1:  A male non-tobacco, age 35, purchases a Policy with an initial
premium of $25,000 and selects Death Benefit Option 1.  The initial premium is
treated as 100% of the Guideline Single Premium which results in a Specified
Amount of $179,733.  In the 12th and subsequent policy years, annual premiums
of $2,177 may be paid without violating the premium limitations prescribed by
the Internal Revenue Service to qualify the Policy as a life insurance
contract.  Additional premiums which increase the Specified Amount may be made
at any time, subject to the $1,000 minimum.  The Company reserves the right to
require satisfactory evidence of insurability with any premium payment which
increases the net amount at risk.  In addition, premium payments may be made at
any time if they are required to continue the Policy in force.

Example 2:  A male non-tobacco, age 55, purchases a Policy with an initial
premium of $100,000 and selects Death Benefit Option 1.  The initial premium is
treated as 100% of the Guideline Single Premium which results in a Specified
Amount of $306,283.  In the 11th and subsequent policy years, annual premiums
of $9,591 may be paid without violating the premium limitations prescribed by
the Internal Revenue Service to qualify the Policy as a life insurance
contract.  Additional premiums which increase the Specified Amount may be made
at any time, subject to the $1,000 minimum.  The Company reserves the right to
require satisfactory evidence of insurability with any premium payment which
increases the net amount at risk.  In addition, premium payments may be made at
any time if they are required to continue the Policy in force.





                                       34
<PAGE>   36
                                   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 Indebtedness, no additional
premium payments are made, no Cash Values are allocated to the Fixed Account,
and there are no changes in the Specified Amount or Death Benefit option.
The amounts shown for the Cash Value, Cash Surrender Value and Death Benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return.  This is
due to the daily charges made against the assets of the sub-accounts for
assuming mortality and expense risks, recovering premium taxes and providing
for administrative expenses.  On a current basis, these charges are equivalent
to an annual effective rate of 1.30% in the first 10 policy years and 1.00%
thereafter.  On a guaranteed basis, these charges are equivalent to an annual
maximum effective rate of 1.60% in the first 10 policy years and 1.30%
thereafter.  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%.

Taking account of the current charges for mortality and expense risks,
recovering premium taxes and providing for administrative 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 -1.9%, 4.1%, and 10.1%,
respectively, in policy years 1 through ten, and -1.6%, 4.4% and 10.4%
thereafter.  Taking account of guaranteed charges, gross annual rates of return
of 0%, 6% and 12% correspond to net investment experience at constant annual
rates of -2.2%, 3.8% and 9.8%, respectively, in policy years 1 through 10, and
- -1.9%, 4.1% and 10.1% thereafter.

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.  Death Benefit Option 1 has been assumed in all the illustrations.





                                       35
<PAGE>   37
In addition, the illustrations reflect the fact that the Company deducts an
annual administrative charge at the beginning of each Policy Year after the
first.  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.





                                       36
<PAGE>   38
               $10,000 INITIAL PREMIUM: $43,190 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                    NEW YORK
                                 CURRENT VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL            6% HYPOTHETICAL             12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                       -----------------------    -----------------------     -----------------------
          PREMIUMS
          PAID PLUS             CASH                       CASH                         CASH
POLICY    INTEREST     CASH     SURR    DEATH     CASH     SURR     DEATH     CASH      SURR     DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE   VALUE    BENEFIT   VALUE     VALUE    BENEFIT
 ----       -----      -----   -----   -------    -----   -----    -------   -----     -----    -------
  <S>         <C>      <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>        <C>
   1          10,500   9,677    8,827    43,190   10,262   9,412    43,190    10,848    9,998     43,190
   2          11,025   9,284    8,434    43,190   10,458   9,608    43,190    11,701   10,851     43,190
   3          11,576   8,885    8,085    43,190   10,651   9,851    43,190    12,632   11,832     43,190
   4          12,155   8,479    7,679    43,190   10,840  10,040    43,190    13,649   12,849     43,190
   5          12,763   8,064    7,314    43,190   11,024  10,274    43,190    14,759   14,009     43,190
   6          13,401   7,639    6,939    43,190   11,202  10,502    43,190    15,973   15,273     43,190
   7          14,071   7,201    6,601    43,190   11,372  10,772    43,190    17,300   16,700     43,190
   8          14,775   6,747    6,247    43,190   11,529  11,029    43,190    18,752   18,252     43,190
   9          15,513   6,273    5,873    43,190   11,672  11,272    43,190    20,342   19,942     43,190
  10          16,289   5,776    5,776    43,190   11,797  11,797    43,190    22,085   22,085     43,190
  15          20,789   2,964    2,964    43,190   12,309  12,309    43,190    34,386   34,386     46,078
  20          26,533     (*)      (*)       (*)   12,079  12,079    43,190    54,382   54,382     66,346
  25          33,864     (*)      (*)       (*)   10,056  10,056    43,190    86,087   86,087     99,861
  30          43,219     (*)      (*)       (*)    3,259   3,259    43,190   136,446  136,446    145,997
</TABLE>

ASSUMPTIONS:

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
       $65 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       37
<PAGE>   39
               $10,000 INITIAL PREMIUM:  $43,190 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                                    NEW YORK
                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL            6% HYPOTHETICAL             12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                       -----------------------    -----------------------     -----------------------
          PREMIUMS
          PAID PLUS             CASH                       CASH                         CASH
POLICY    INTEREST     CASH     SURR    DEATH     CASH     SURR     DEATH     CASH      SURR     DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE   VALUE    BENEFIT   VALUE     VALUE    BENEFIT
 ----       -----      -----   -----   -------    -----   -----    -------   -----     -----    -------
  <S>         <C>      <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>        <C>
   1          10,500   9,635    8,785    43,190   10,219   9,369    43,190    10,803    9,953     43,190
   2          11,025   9,147    8,297    43,190   10,310   9,460    43,190    11,542   10,692     43,190
   3          11,576   8,654    7,854    43,190   10,392   9,592    43,190    12,343   11,543     43,190
   4          12,155   8,154    7,354    43,190   10,462   9,662    43,190    13,211   12,411     43,190
   5          12,763   7,645    6,895    43,190   10,520   9,770    43,190    14,154   13,404     43,190
   6          13,401   7,125    6,425    43,190   10,562   9,862    43,190    15,176   14,476     43,190
   7          14,071   6,591    5,991    43,190   10,586   9,986    43,190    16,287   15,687     43,190
   8          14,775   6,039    5,539    43,190   10,587  10,087    43,190    17,493   16,993     43,190
   9          15,513   5,464    5,064    43,190   10,561  10,161    43,190    18,803   18,403     43,190
  10          16,289   4,862    4,862    43,190   10,504  10,504    43,190    20,229   20,229     43,190
  15          20,789   1,329    1,329    43,190    9,727   9,727    43,190    30,096   30,096     43,190
  20          26,533     (*)      (*)       (*)    7,048   7,048    43,190    46,073   46,073     56,209
  25          33,864     (*)      (*)       (*)       92      92    43,190    70,746   70,746     82,066
  30          43,219     (*)      (*)       (*)      (*)     (*)       (*)   109,061  109,061    116,695
</TABLE>

ASSUMPTIONS:

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ANNUAL $120 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       38
<PAGE>   40
               $10,000 INITIAL PREMIUM:  $41,661 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                                  NON-NEW YORK
                                 CURRENT VALUES

<TABLE>
<CAPTION>
                            0% HYPOTHETICAL            6% HYPOTHETICAL             12% HYPOTHETICAL
                        GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                        -----------------------    -----------------------     -----------------------
          PREMIUMS
          PAID PLUS             CASH                        CASH                        CASH
POLICY     INTEREST     CASH    SURR     DEATH     CASH     SURR    DEATH      CASH     SURR      DEATH
 YEAR       AT 5%      VALUE    VALUE   BENEFIT    VALUE   VALUE   BENEFIT    VALUE     VALUE    BENEFIT
 ----       -----      -----    -----   -------    -----   -----   -------    -----     -----    -------
  <S>          <C>      <C>      <C>      <C>     <C>      <C>       <C>      <C>      <C>       <C>
  1            10,500   9,691    8,841    41,661  10,277    9,427    41,661    10,863   10,013    41,661
  2            11,025   9,289    8,439    41,661  10,463    9,613    41,661    11,707   10,857    41,661
  3            11,576   8,883    8,083    41,661  10,648    9,848    41,661    12,629   11,829    41,661
  4            12,155   8,473    7,673    41,661  10,831   10,031    41,661    13,637   12,837    41,661
  5            12,763   8,056    7,306    41,661  11,011   10,261    41,661    14,740   13,990    41,661
  6            13,401   7,632    6,932    41,661  11,187   10,487    41,661    15,946   15,246    41,661
  7            14,071   7,197    6,597    41,661  11,356   10,756    41,661    17,268   16,668    41,661
  8            14,775   6,750    6,250    41,661  11,517   11,017    41,661    18,716   18,216    41,661
  9            15,513   6,288    5,888    41,661  11,667   11,267    41,661    20,304   19,904    41,661
  10           16,289   5,807    5,807    41,661  11,803   11,803    41,661    22,046   22,046    41,661
  15           20,789   3,142    3,142    41,661  12,438   12,438    41,661    34,334   34,334    46,008
  20           26,533     (*)      (*)       (*)  12,471   12,471    41,661    54,226   54,226    66,156
  25           33,864     (*)      (*)       (*)  11,014   11,014    41,661    85,817   85,817    99,548
  30           43,219     (*)      (*)       (*)   5,627    5,627    41,661   136,076  136,076   145,602
</TABLE>

ASSUMPTIONS:

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
       $90 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       39
<PAGE>   41
               $10,000 INITIAL PREMIUM:  $41,661 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                                  NON-NEW YORK
                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL            6% HYPOTHETICAL             12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                       -----------------------    -----------------------     -----------------------
          PREMIUMS
          PAID PLUS             CASH                       CASH                         CASH
POLICY    INTEREST     CASH     SURR    DEATH     CASH     SURR     DEATH     CASH      SURR     DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE   VALUE    BENEFIT   VALUE     VALUE    BENEFIT
 ----       -----      -----   -----   -------    -----   -----    -------   -----     -----    -------
  <S>         <C>      <C>      <C>      <C>      <C>     <C>       <C>      <C>      <C>        <C>
   1          10,500   9,642    8,792    41,661   10,226   9,376    41,661    10,810    9,960     41,661
   2          11,025   9,147    8,297    41,661   10,309   9,459    41,661    11,541   10,691     41,661
   3          11,576   8,646    7,846    41,661   10,383   9,583    41,661    12,334   11,534     41,661
   4          12,155   8,140    7,340    41,661   10,447   9,647    41,661    13,194   12,394     41,661
   5          12,763   7,626    6,876    41,661   10,498   9,748    41,661    14,128   13,378     41,661
   6          13,401   7,102    6,402    41,661   10,534   9,834    41,661    15,142   14,442     41,661
   7          14,071   6,565    5,965    41,661   10,552   9,952    41,661    16,245   15,645     41,661
   8          14,775   6,010    5,510    41,661   10,549  10,049    41,661    17,443   16,943     41,661
   9          15,513   5,434    5,034    41,661   10,519  10,119    41,661    18,746   18,346     41,661
  10          16,289   4,833    4,833    41,661   10,459  10,459    41,661    20,165   20,165     41,661
  15          20,789   1,326    1,326    41,661    9,695   9,695    41,661    30,011   30,011     41,661
  20          26,533     (*)      (*)       (*)    7,106   7,106    41,661    45,886   45,886     55,981
  25          33,864     (*)      (*)       (*)      415     415    41,661    70,358   70,358     81,616
  30          43,219     (*)      (*)       (*)      (*)     (*)       (*)   108,360  108,360    115,945
</TABLE>

ASSUMPTIONS:

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ANNUAL $135 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       40
<PAGE>   42
              $25,000 INITIAL PREMIUM:  $114,856 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL            6% HYPOTHETICAL             12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                       -----------------------    -----------------------     -----------------------
          PREMIUMS
          PAID PLUS             CASH                       CASH                         CASH
POLICY    INTEREST     CASH     SURR    DEATH     CASH     SURR     DEATH     CASH      SURR     DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE   VALUE    BENEFIT   VALUE     VALUE    BENEFIT
 ----       -----      -----   -----   -------    -----   -----    -------   -----     -----    -------
  <S>        <C>      <C>      <C>      <C>       <C>     <C>      <C>       <C>      <C>        <C>
   1          26,250  24,222   22,097   114,856   25,687  23,562   114,856    27,151   25,026    114,856
   2          27,563  23,385   21,260   114,856   26,329  24,204   114,856    29,446   27,321    114,856
   3          28,941  22,535   20,535   114,856   26,975  24,975   114,856    31,954   29,954    114,856
   4          30,388  21,671   19,671   114,856   27,623  25,623   114,856    34,695   32,695    114,856
   5          31,907  20,790   18,915   114,856   28,271  26,396   114,856    37,694   35,819    114,856
   6          33,502  19,887   18,137   114,856   28,916  27,166   114,856    40,976   39,226    114,856
   7          35,178  18,958   17,458   114,856   29,555  28,055   114,856    44,570   43,070    114,856
   8          36,936  17,996   16,746   114,856   30,182  28,932   114,856    48,507   47,257    114,856
   9          38,783  16,994   15,994   114,856   30,790  29,790   114,856    52,822   51,822    114,856
  10          40,722  15,945   15,945   114,856   31,375  31,375   114,856    57,556   57,556    114,856
  15          51,973  10,073   10,073   114,856   34,404  34,404   114,856    90,866   90,866    121,760
  20          66,332   2,048    2,048   114,856   36,347  36,347   114,856   145,024  145,024    176,930
  25          84,659     (*)      (*)       (*)   35,304  35,304   114,856   231,224  231,224    268,220
  30         108,049     (*)      (*)       (*)   26,195  26,195   114,856   368,648  368,648    394,454
</TABLE>

ASSUMPTIONS:

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL
       $50 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       41
<PAGE>   43
              $25,000 INITIAL PREMIUM:  $114,856 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL            6% HYPOTHETICAL             12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                       -----------------------    -----------------------     -----------------------
          PREMIUMS
          PAID PLUS             CASH                       CASH                         CASH
POLICY    INTEREST     CASH     SURR    DEATH     CASH     SURR     DEATH     CASH      SURR     DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE   VALUE    BENEFIT   VALUE     VALUE    BENEFIT
 ----       -----      -----   -----   -------    -----   -----    -------   -----     -----    -------
  <S>        <C>      <C>      <C>      <C>       <C>     <C>      <C>       <C>      <C>        <C>
   1          26,250  24,058   21,933   114,856   25,516  23,391   114,856    26,974   24,849    114,856
   2          27,563  23,026   20,901   114,856   25,942  23,817   114,856    29,031   26,906    114,856
   3          28,941  21,975   19,975   114,856   26,351  24,351   114,856    31,261   29,261    114,856
   4          30,388  20,902   18,902   114,856   26,738  24,738   114,856    33,680   31,680    114,856
   5          31,907  19,802   17,927   114,856   27,099  25,224   114,856    36,306   34,431    114,856
   6          33,502  18,668   16,918   114,856   27,428  25,678   114,856    39,158   37,408    114,856
   7          35,178  17,492   15,992   114,856   27,717  26,217   114,856    42,256   40,756    114,856
   8          36,936  16,265   15,015   114,856   27,956  26,706   114,856    45,623   44,373    114,856
   9          38,783  14,975   13,975   114,856   28,133  27,133   114,856    49,283   48,283    114,856
  10          40,722  13,611   13,611   114,856   28,238  28,238   114,856    53,269   53,269    114,856
  15          51,973   5,399    5,399   114,856   27,700  27,700   114,856    80,839   80,839    114,856
  20          66,332     (*)      (*)       (*)   22,707  22,707   114,856   125,439  125,439    153,035
  25          84,659     (*)      (*)       (*)    7,577   7,577   114,856   194,266  194,266    225,349
  30         108,049     (*)      (*)       (*)      (*)     (*)       (*)   301,147  301,147    322,227
</TABLE>

ASSUMPTIONS:

(1)  NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)  GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
     ANNUAL $75 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       42
<PAGE>   44
              $100,000 INITIAL PREMIUM:  $306,283 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL             6% HYPOTHETICAL                12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                       -----------------------     -----------------------         -----------------------
          PREMIUMS
          PAID PLUS             CASH                        CASH                            CASH
POLICY    INTEREST     CASH     SURR    DEATH      CASH     SURR      DEATH      CASH       SURR       DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE     VALUE    BENEFIT    VALUE       VALUE     BENEFIT
 ----       -----      -----   -----   -------    -----     -----    -------    -----       -----     -------
  <S>        <C>      <C>      <C>      <C>       <C>      <C>       <C>       <C>         <C>        <C>
   1         105,000  97,030   88,530   306,283   102,897   94,397   306,283     108,765     100,265    306,283
   2         110,250  93,951   85,451   306,283   105,776   97,276   306,283     118,298     109,798    306,283
   3         115,763  90,806   82,806   306,283   108,686  100,686   306,283     128,739     120,739    306,283
   4         121,551  87,583   79,583   306,283   111,623  103,623   306,283     140,188     132,188    306,283
   5         127,628  84,267   76,767   306,283   114,579  107,079   306,283     152,755     145,255    306,283
   6         134,010  80,839   73,839   306,283   117,545  110,545   306,283     166,566     159,566    306,283
   7         140,710  77,283   71,283   306,283   120,515  114,515   306,283     181,765     175,765    306,283
   8         147,746  73,569   68,569   306,283   123,473  118,473   306,283     198,514     193,514    306,283
   9         155,133  69,670   65,670   306,283   126,404  122,404   306,283     217,002     213,002    306,283
  10         162,889  65,558   65,558   306,283   129,297  129,297   306,283     237,452     237,452    306,283
  15         207,893  41,537   41,537   306,283   145,090  145,090   306,283     380,646     380,646    441,549
  20         265,330   4,981    4,981   306,283   158,283  158,283   306,283     611,196     611,196    653,979
  25         338,635     (*)      (*)       (*)   162,327  162,327   306,283     984,129     984,129  1,033,335
  30         432,194     (*)      (*)       (*)   138,289  138,289   306,283   1,572,097   1,572,097  1,650,702
</TABLE>

ASSUMPTIONS:

(1)  NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)  CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL $50
     ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       43
<PAGE>   45
              $100,000 INITIAL PREMIUM:  $306,283 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL             6% HYPOTHETICAL                12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                       -----------------------     -----------------------         -----------------------
          PREMIUMS
          PAID PLUS             CASH                        CASH                            CASH
POLICY    INTEREST     CASH     SURR    DEATH      CASH     SURR      DEATH      CASH       SURR       DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE     VALUE    BENEFIT    VALUE       VALUE     BENEFIT
 ----       -----      -----   -----   -------    -----     -----    -------    -----       -----     -------
  <S>        <C>      <C>      <C>      <C>       <C>      <C>       <C>       <C>         <C>        <C>
   1         105,000  96,141   87,641   306,283   101,980   93,480   306,283     107,820      99,320    306,283
   2         110,250  92,083   83,583   306,283   103,796   95,296   306,283     116,204     107,704    306,283
   3         115,763  87,883   79,883   306,283   105,510   97,510   306,283     125,298     117,298    306,283
   4         121,551  83,514   75,514   306,283   107,102   99,102   306,283     135,176     127,176    306,283
   5         127,628  78,942   71,442   306,283   108,542  101,042   306,283     145,924     138,424    306,283
   6         134,010  74,128   67,128   306,283   109,800  102,800   306,283     157,638     150,638    306,283
   7         140,710  69,029   63,029   306,283   110,841  104,841   306,283     170,436     164,436    306,283
   8         147,746  63,580   58,580   306,283   111,613  106,613   306,283     184,447     179,447    306,283
   9         155,133  57,715   53,715   306,283   112,061  108,061   306,283     199,831     195,831    306,283
  10         162,889  51,361   51,361   306,283   112,128  112,128   306,283     216,784     216,784    306,283
  15         207,893   9,774    9,774   306,283   106,241  106,241   306,283     336,946     336,946    390,857
  20         265,330     (*)      (*)       (*)    74,467   74,467   306,283     526,669     526,669    563,535
  25         338,635     (*)      (*)       (*)       (*)      (*)       (*)     827,681     827,681    869,065
  30         432,194     (*)      (*)       (*)       (*)      (*)       (*)   1,285,482   1,285,482  1,349,756
</TABLE>

ASSUMPTIONS:

(1)  NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)  GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
     ANNUAL $75 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       44
<PAGE>   46
              $100,000 INITIAL PREMIUM:  $211,021 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL              6% HYPOTHETICAL                12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                       -----------------------      -----------------------         -----------------------
          PREMIUMS
          PAID PLUS             CASH                        CASH                             CASH
POLICY    INTEREST     CASH     SURR    DEATH      CASH     SURR      DEATH       CASH       SURR       DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE     VALUE    BENEFIT     VALUE       VALUE     BENEFIT
 ----       -----      -----   -----   -------    -----     -----    -------     -----       -----     -------
  <S>        <C>      <C>      <C>      <C>       <C>      <C>        <C>       <C>         <C>        <C>
   1         105,000  96,703   88,203   211,021   102,580   94,080    211,021     108,459      99,959    211,021
   2         110,250  93,234   84,734   211,021   105,110   96,610    211,021     117,691     109,191    211,021
   3         115,763  89,630   81,630   211,021   107,640   99,640    211,021     127,860     119,860    211,021
   4         121,551  85,868   77,868   211,021   110,167  102,167    211,021     139,093     131,093    211,021
   5         127,628  81,922   74,422   211,021   112,683  105,183    211,021     151,539     144,039    211,021
   6         134,010  77,756   70,756   211,021   115,178  108,178    211,021     165,373     158,373    211,021
   7         140,710  73,325   67,325   211,021   117,637  111,637    211,021     180,802     174,802    211,021
   8         147,746  68,572   63,572   211,021   120,040  115,040    211,021     198,041     193,041    219,825
   9         155,133  63,436   59,436   211,021   122,370  118,370    211,021     217,081     213,081    236,618
  10         162,889  57,857   57,857   211,021   124,615  124,615    211,021     238,038     238,038    254,700
  15         207,893  18,885   18,885   211,021   135,371  135,371    211,021     383,076     383,076    402,230
  20         265,330     (*)      (*)       (*)   137,114  137,114    211,021     611,741     611,741    642,328
  25         338,635     (*)      (*)       (*)   108,822  108,822    211,021     963,480     963,480  1,011,654
  30         432,194     (*)      (*)       (*)       (*)      (*)        (*)   1,520,814   1,520,814  1,536,022
</TABLE>

ASSUMPTIONS:

(1)  NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)  CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN ANNUAL $50
     ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       45
<PAGE>   47
              $100,000 INITIAL PREMIUM:  $211,021 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                           0% HYPOTHETICAL             6% HYPOTHETICAL               12% HYPOTHETICAL
                       GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                       -----------------------     -----------------------        -----------------------
          PREMIUMS
          PAID PLUS             CASH                        CASH                           CASH
POLICY    INTEREST     CASH     SURR    DEATH      CASH     SURR     DEATH      CASH       SURR       DEATH
 YEAR       AT 5%      VALUE   VALUE   BENEFIT    VALUE    VALUE    BENEFIT    VALUE       VALUE     BENEFIT
 ----       -----      -----   -----   -------    -----    -----    -------    -----       -----     -------
  <S>        <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>         <C>        <C>
   1         105,000  95,324   86,824   211,021   101,175  92,675   211,021     107,029      98,529    211,021
   2         110,250  90,284   81,784   211,021   102,069  93,569   211,021     114,564     106,064    211,021
   3         115,763  84,909   76,909   211,021   102,727  94,727   211,021     122,770     114,770    211,021
   4         121,551  79,138   71,138   211,021   103,112  95,112   211,021     131,760     123,760    211,021
   5         127,628  72,893   65,393   211,021   103,172  95,672   211,021     141,661     134,161    211,021
   6         134,010  66,068   59,068   211,021   102,836  95,836   211,021     152,633     145,633    211,021
   7         140,710  58,528   52,528   211,021   102,013  96,013   211,021     164,878     158,878    211,021
   8         147,746  50,095   45,095   211,021   100,583  95,583   211,021     178,653     173,653    211,021
   9         155,133  40,556   36,556   211,021    98,404  94,404   211,021     194,308     190,308    211,795
  10         162,889  29,676   29,676   211,021    95,315  95,315   211,021     211,961     211,961    226,799
  15         207,893     (*)      (*)       (*)    59,718  59,718   211,021     332,809     332,809    349,450
  20         265,330     (*)      (*)       (*)       (*)     (*)       (*)     516,597     516,597    542,426
  25         338,635     (*)      (*)       (*)       (*)     (*)       (*)     787,220     787,220    826,581
  30         432,194     (*)      (*)       (*)       (*)     (*)       (*)   1,208,787   1,208,787  1,220,875
</TABLE>

ASSUMPTIONS:

(1)  NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)  GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
     ANNUAL $75 ADMINISTRATIVE EXPENSE CHARGE.

(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% AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY NATIONWIDE LIFE OR
THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       46

<PAGE>   48
                          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 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



                                       47

<PAGE>   49
                        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.


                                       48
<PAGE>   50

                        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.

                                       49
<PAGE>   51

                        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.

                                       50
<PAGE>   52

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.

                                       51
<PAGE>   53

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.


                                       52
<PAGE>   54

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.


                                       53
<PAGE>   55

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.

                                       54
<PAGE>   56

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


                                       55


<PAGE>   57
                          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





                                       56
<PAGE>   58
               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.


                                      57

<PAGE>   59

               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.          

                                      58
<PAGE>   60

               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.

                                      59
<PAGE>   61

               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.

                                      60

<PAGE>   62

               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.

                                      61
<PAGE>   63
               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.

                                      62
<PAGE>   64
               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.

                                      63

<PAGE>   65

               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.
                                      64

<PAGE>   66

               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>   
                                      65

<PAGE>   67

               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>   
                                      66
<PAGE>   68

               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>                                                                      
                                      67

<PAGE>   69
              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.
                                      68

<PAGE>   70
               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> 
                                      69

<PAGE>   71
               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.
                                      70

<PAGE>   72
               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.
                                      71

<PAGE>   73
               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>
                                      72

<PAGE>   74
               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> 
                                      73

<PAGE>   75
               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>
                                      74

<PAGE>   76
               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>
                                      75

<PAGE>   77
               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.
                                      76

<PAGE>   78
               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.

                                      77


<PAGE>   79
               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.

                                      78



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