NATIONWIDE VLI SEPARATE ACCOUNT
485BPOS, 1996-04-29
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<PAGE>   1
                                                       Registration No. 33-35698
================================================================================

                             REGISTRATION STATEMENT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                         POST-EFFECTIVE AMENDMENT NO. 7
    
                                  TO FORM S-6
              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
         SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

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

                        NATIONWIDE VLI SEPARATE ACCOUNT
                             (Exact Name of Trust)

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

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

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

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

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

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

   
[ ]  immediately upon filing pursuant to paragraph (b) of Rule 485
[X]  on May 1, 1996 pursuant to paragraph (b) of Rule 485
[ ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485
    
[ ]  on (date) pursuant to paragraph (a)(1) of rule (485)
[ ]  this post-effective amendment designates a new effective date for a 
     previously filed post-effective

   
The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940.  Pursuant to Paragraph (a) (3) thereof, a non-refundable
fee in the amount of $500.00 has been paid to the Commission.  Registrant filed
its Rule 24f-2 Notice for the fiscal year ended December 31, 1995, on February
15, 1996.
    

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

                                    1 of 86
<PAGE>   2
                       CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

<TABLE>
<CAPTION>
N-8B-2 ITEM                                   CAPTION IN PROSPECTUS
- -----------                                   ---------------------
<S>                                          <C>
 1. . . . . . . . . . . . . . . . . . . . .  Nationwide Life Insurance Company
                                             The Variable Account
 2. . . . . . . . . . . . . . . . . . . . .  Nationwide Life Insurance Company
 3. . . . . . . . . . . . . . . . . . . . .  Custodian of Assets
 4. . . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
 5. . . . . . . . . . . . . . . . . . . . .  The Variable Account
 6. . . . . . . . . . . . . . . . . . . . .  Not Applicable
 7. . . . . . . . . . . . . . . . . . . . .  Not Applicable
 8. . . . . . . . . . . . . . . . . . . . .  Not Applicable
 9. . . . . . . . . . . . . . . . . . . . .  Legal Proceedings
10. . . . . . . . . . . . . . . . . . . . .  Information About The Policies;
                                             How The Cash Value Varies; Right
                                             to Exchange for a Fixed Benefit
                                             Policy; Reinstatement; Other Policy
                                             Provisions
11. . . . . . . . . . . . . . . . . . . . .  Investments of The Variable
                                             Account
12. . . . . . . . . . . . . . . . . . . . .  The Variable Account
13. . . . . . . . . . . . . . . . . . . . .  Policy Charges
                                             Reinstatement
14. . . . . . . . . . . . . . . . . . . . .  Underwriting and Issuance -
                                             Premium Payments
                                             Minimum Requirements for
                                             Issuance of a Policy
15. . . . . . . . . . . . . . . . . . . . .  Investments of the Variable
                                             Account; Premium Payments
16. . . . . . . . . . . . . . . . . . . . .  Underwriting and Issuance -
                                             Allocation of Cash Value
17. . . . . . . . . . . . . . . . . . . . .  Surrendering The Policy for Cash
18. . . . . . . . . . . . . . . . . . . . .  Reinvestment
19. . . . . . . . . . . . . . . . . . . . .  Not Applicable
20. . . . . . . . . . . . . . . . . . . . .  Not Applicable
21. . . . . . . . . . . . . . . . . . . . .  Policy Loans
22. . . . . . . . . . . . . . . . . . . . .  Not Applicable
23. . . . . . . . . . . . . . . . . . . . .  Not Applicable
24. . . . . . . . . . . . . . . . . . . . .  Not Applicable
25. . . . . . . . . . . . . . . . . . . . .  Nationwide Life Insurance Company
26. . . . . . . . . . . . . . . . . . . . .  Not Applicable
27. . . . . . . . . . . . . . . . . . . . .  Nationwide Life Insurance Company
28. . . . . . . . . . . . . . . . . . . . .  Company Management
29. . . . . . . . . . . . . . . . . . . . .  Company Management
30. . . . . . . . . . . . . . . . . . . . .  Not Applicable
31. . . . . . . . . . . . . . . . . . . . .  Not Applicable
32. . . . . . . . . . . . . . . . . . . . .  Not Applicable
33. . . . . . . . . . . . . . . . . . . . .  Not Applicable
34. . . . . . . . . . . . . . . . . . . . .  Not Applicable
35. . . . . . . . . . . . . . . . . . . . .  Nationwide Life Insurance Company
36. . . . . . . . . . . . . . . . . . . . .  Not Applicable
37. . . . . . . . . . . . . . . . . . . . .  Not Applicable
38. . . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
39. . . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
40. . . . . . . . . . . . . . . . . . . . .  Not Applicable
41(a) . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
42. . . . . . . . . . . . . . . . . . . . .  Not Applicable
43. . . . . . . . . . . . . . . . . . . . .  Not Applicable
44. . . . . . . . . . . . . . . . . . . . .  How The Cash Value Varies
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
N-8B-2 ITEM                                   CAPTION IN PROSPECTUS
- -----------                                   ---------------------
<S>                                          <C>
45. . . . . . . . . . . . . . . . . . . . .  Not Applicable
46. . . . . . . . . . . . . . . . . . . . .  How The Cash Value Varies
47. . . . . . . . . . . . . . . . . . . . .  Not Applicable
48. . . . . . . . . . . . . . . . . . . . .  Custodian of Assets
49. . . . . . . . . . . . . . . . . . . . .  Not Applicable
50. . . . . . . . . . . . . . . . . . . . .  Not Applicable
51. . . . . . . . . . . . . . . . . . . . .  Summary of The Policies;
                                             Information About The Policies
52. . . . . . . . . . . . . . . . . . . . .  Substitution of Securities
53. . . . . . . . . . . . . . . . . . . . .  Taxation of The Company
54. . . . . . . . . . . . . . . . . . . . .  Not Applicable
55. . . . . . . . . . . . . . . . . . . . .  Not Applicable
56. . . . . . . . . . . . . . . . . . . . .  Not Applicable
57. . . . . . . . . . . . . . . . . . . . .  Not Applicable
58. . . . . . . . . . . . . . . . . . . . .  Not Applicable
59. . . . . . . . . . . . . . . . . . . . .  Financial Statements
</TABLE>
<PAGE>   4
                       NATIONWIDE LIFE INSURANCE COMPANY
                                  Home Office
                                P.O. Box 182150
                              One Nationwide Plaza
                           Columbus, Ohio  43218-2150
                       (800) 547-7548, TDD (800)238-3035

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

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

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

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


               VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:

          - Asset Allocation Fund (Formerly "Multiple Strategy Fund")

       - Domestic Income Fund (Formerly "Domestic Strategic Income Fund")

                             - Emerging Growth Fund

                - Enterprise Fund (Formerly "Common Stock Fund")

                              - Global Equity Fund

                               - Government Fund

                              - Money Market Fund

                         - Real Estate Securities Fund
    

Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy Data Pages as long as the Policy is in force.  There is no guaranteed
Cash Surrender Value.  If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value.  Also, during
the first five Policy Years, the total premium payments less any existing
Policy Indebtedness must be greater than or equal to the Minimum Premium
requirement in order for the Policy to continue in force.

This prospectus generally describes only that portion of the Cash Value
allocated to the Variable Account.  For a brief summary of the Fixed Account
Option, see "The Fixed Account Option."

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

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

   
                  The date of this Prospectus is May 1, 1996.
    

                                      1
<PAGE>   5
                               GLOSSARY OF TERMS

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

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

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

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

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

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

   
COMPANY- Nationwide Life Insurance Company.
    

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

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

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

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

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

   
HOME OFFICE- The main office of the Company located in Columbus, Ohio.
    

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

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

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

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

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

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

MUTUAL FUND- A underlying Mutual Funds which correspond to the sub-accounts of
the Variable Account.

   
NET ASSET VALUE- The worth of one share of an underlying Mutual Fund at the end
of a market day or at the close of the New York Stock Exchange.  It is computed
by adding the value of all portfolio holdings plus other assets, deducting
liabilities and then dividing the result by the number of shares outstanding.
    

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

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

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

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

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

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

                                      2
<PAGE>   6
POLICY YEAR- Each year commencing with the Policy Date and each Policy
Anniversary thereafter.

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

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

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

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

VALUATION DATE- Each day the New York Stock Exchange and the Company's Home
Office are open for business, or any other day during which there is a
sufficient degree of trading such that the current Net Asset Value of the
Accumulation Units might be materially affected.

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

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

                                      3
<PAGE>   7
                         TABLE OF CONTENTS
<TABLE>
<S>                                                        <C>
GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF THE POLICIES . . . . . . . . . . . . . . . . . . 6
     Variable Life Insurance  . . . . . . . . . . . . . . . 6
     The Variable Account and its Sub-Accounts  . . . . . . 6
     The Fixed Account  . . . . . . . . . . . . . . . . . . 6
     Deductions and Charges . . . . . . . . . . . . . . . . 6
   
     Underlying Mutual Fund Annual Expenses . . . . . . . . 7
    
     Premiums . . . . . . . . . . . . . . . . . . . . . . . 8
NATIONWIDE LIFE INSURANCE COMPANY . . . . . . . . . . . . . 8
THE VARIABLE ACCOUNT. . . . . . . . . . . . . . . . . . . . 8
     Investments of the Variable Account  . . . . . . . . . 9
   
     Van Kampen American Capital Life Investment Trust  . . 9
    
     Reinvestment . . . . . . . . . . . . . . . . . . . . .10
     Transfers  . . . . . . . . . . . . . . . . . . . . . .10
     Dollar Cost Averaging  . . . . . . . . . . . . . . . .11
     Substitution of Securities . . . . . . . . . . . . . .11
     Voting Rights  . . . . . . . . . . . . . . . . . . . .11
INFORMATION ABOUT THE POLICIES  . . . . . . . . . . . . . .12
     Underwriting and Issuance  . . . . . . . . . . . . . .12
     -Minimum Requirements for Issuance of a Policy . . . .12
     -Premium Payments  . . . . . . . . . . . . . . . . . .12
     Allocation of Cash Value . . . . . . . . . . . . . . .12
     Short-Term Right to Cancel Policy  . . . . . . . . . .13
POLICY CHARGES  . . . . . . . . . . . . . . . . . . . . . .13
     Deductions from Premiums . . . . . . . . . . . . . . .13
     Surrender Charges  . . . . . . . . . . . . . . . . . .13
     -Reductions to Surrender Charges . . . . . . . . . . .14
     Deductions from Cash Value . . . . . . . . . . . . . .14
     -Monthly Cost of Insurance . . . . . . . . . . . . . .14
     -Monthly Administrative Charge . . . . . . . . . . . .15
     Deductions from the Sub-Accounts . . . . . . . . . . .15
HOW THE CASH VALUE VARIES . . . . . . . . . . . . . . . . .15
     How the Investment Experience is Determined  . . . . .15
     Net Investment Factor  . . . . . . . . . . . . . . . .15
     Valuation of Assets  . . . . . . . . . . . . . . . . .16
     Determining The Cash Value . . . . . . . . . . . . . .16
     Valuation Periods and Valuation Dates  . . . . . . . .16
SURRENDERING THE POLICY FOR CASH  . . . . . . . . . . . . .16
     Right to Surrender . . . . . . . . . . . . . . . . . .16
     Cash Surrender Value . . . . . . . . . . . . . . . . .16
     Partial Surrenders . . . . . . . . . . . . . . . . . .16
     Maturity Proceeds  . . . . . . . . . . . . . . . . . .17
     Income Tax Withholding . . . . . . . . . . . . . . . .17
POLICY LOANS  . . . . . . . . . . . . . . . . . . . . . . .17
     Taking a Policy Loan . . . . . . . . . . . . . . . . .17
     Effect on Investment Performance . . . . . . . . . . .17
     Interest . . . . . . . . . . . . . . . . . . . . . . .17
     Effect on Death Benefit and Cash Value . . . . . . . .18
     Repayment  . . . . . . . . . . . . . . . . . . . . . .18
HOW THE DEATH BENEFIT VARIES  . . . . . . . . . . . . . . .18
     Calculation of the Death Benefit . . . . . . . . . . .18
     Proceeds Payable on Death  . . . . . . . . . . . . . .19
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY  . . . . . . .19
CHANGES OF INVESTMENT POLICY. . . . . . . . . . . . . . . .19
GRACE PERIOD. . . . . . . . . . . . . . . . . . . . . . . .20
     -First Five Policy Years . . . . . . . . . . . . . . .20
     -Policy Years Six and After  . . . . . . . . . . . . .20
     -All Policy Years  . . . . . . . . . . . . . . . . . .20
REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . .20
   
THE FIXED ACCOUNT OPTION  . . . . . . . . . . . . . . . . .21
    
CHANGES IN EXISTING INSURANCE COVERAGE. . . . . . . . . . .21
     Specified Amount Increases . . . . . . . . . . . . . .21
     Specified Amount Decreases . . . . . . . . . . . . . .21
     Changes in the Death Benefit Option  . . . . . . . . .21
OTHER POLICY PROVISIONS . . . . . . . . . . . . . . . . . .22
</TABLE>

                                      4
<PAGE>   8
<TABLE>
<S>                                                        <C>
     Policy Owner  . . . . . . . . . . . . . . . . . . . . .22
     Beneficiary . . . . . . . . . . . . . . . . . . . . . .22
     Assignment  . . . . . . . . . . . . . . . . . . . . . .22
     Incontestability  . . . . . . . . . . . . . . . . . . .22
     Error in Age or Sex . . . . . . . . . . . . . . . . . .22
   
     Suicide . . . . . . . . . . . . . . . . . . . . . . . .23
    
     Nonparticipating Policies . . . . . . . . . . . . . . .23
LEGAL CONSIDERATIONS . . . . . . . . . . . . . . . . . . . .23
DISTRIBUTION OF THE POLICIES . . . . . . . . . . . . . . . .23
CUSTODIAN OF ASSETS  . . . . . . . . . . . . . . . . . . . .23
TAX MATTERS  . . . . . . . . . . . . . . . . . . . . . . . .23
     Policy Proceeds . . . . . . . . . . . . . . . . . . . .23
     Taxation of the Company . . . . . . . . . . . . . . . .24
     Other Considerations  . . . . . . . . . . . . . . . . .24
THE COMPANY  . . . . . . . . . . . . . . . . . . . . . . . .24
COMPANY MANAGEMENT . . . . . . . . . . . . . . . . . . . . .25
     Directors of the Company  . . . . . . . . . . . . . . .25
     Executive Officers of the Company . . . . . . . . . . .26
OTHER CONTRACTS ISSUED BY THE COMPANY  . . . . . . . . . . .26
STATE REGULATION . . . . . . . . . . . . . . . . . . . . . .26
   
REPORTS TO POLICY OWNERS . . . . . . . . . . . . . . . . . .27
    
ADVERTISING  . . . . . . . . . . . . . . . . . . . . . . . .27
LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . . . . . . .27
EXPERTS  . . . . . . . . . . . . . . . . . . . . . . . . . .27
REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . .27
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . .27
APPENDIX 1 . . . . . . . . . . . . . . . . . . . . . . . . .28
APPENDIX 2 . . . . . . . . . . . . . . . . . . . . . . . . .29
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .46
</TABLE>

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

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.

                                      5
<PAGE>   9
                            SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

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

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

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

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

   
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued.  The Policy Owner chooses the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value").  At present, there
are five sub-accounts.  When the Policy is issued, the Net Premiums will be
Allocated to the Money Market Fund sub-account (for any Net Premiums allocated
to a Sub-Account on the application) or to 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 (see "Short-Term Right to Cancel
Policy").  Assets of each sub-account are invested at Net Asset Value in shares
of a corresponding underlying Mutual Fund option.  For a description of the
underlying Mutual Fund options and their investment objectives, see
"Investments of the Variable Account".
    

THE FIXED ACCOUNT

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

DEDUCTIONS AND CHARGES

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

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

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

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

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


                                      6
<PAGE>   10
     3.  current administrative expense charge of $5.  This charge may be
         increased at the sole discretion of the Company but may not exceed 
         $7.50.

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

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

<TABLE>
<CAPTION>
Issue         Male             Female                 Male              Female
 Age      Non-Tobacco        Non-Tobacco            Standard           Standard
 ---      -----------        -----------            --------           --------
<S>        <C>                <C>                   <C>                <C>
 25          $5.878             $5.537                $6.680             $5.945
 35           7.260              6.712                 8.559              7.373
 45          11.159             10.160                13.244             11.151
 55          15.275             13.375                18.373             14.686
 65          23.821             20.553                27.943             22.165
</TABLE>
   
Underlying Mutual Fund shares are purchased at Net Asset Value, which reflects
the deduction of investment management fees and certain other expenses.  The
management fees are charged by each underlying Mutual Fund's investment adviser
for managing the underlying Mutual Fund and selecting its portfolio of
securities.  Other underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the underlying Mutual Fund.  The
management fees and other expenses for each underlying Mutual Fund option for
its most recently completed fiscal year, expressed as a percentage of the
underlying Mutual Fund's average assets, are as follows:
    

UNDERLYING MUTUAL FUND ANNUAL EXPENSES
<TABLE>
<S>                                                                      <C> 
   
  Asset Allocation Fund (formerly "Multiple Strategy Fund")
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.36%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          0.24%
   
  Total underlying Mutual Fund Expenses. . . . . . . . . . . . .          0.60%
  Domestic Income Fund (formerly "Domestic Strategic Income Fund")
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.17%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          0.43%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          0.60%
  Emerging Growth Fund
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.00%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          2.50%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          2.50%
  Enterprise Fund (formerly "Common Stock Fund")
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.42%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          0.18%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          0.60%
  Global Equity Fund
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.00%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          4.35%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          4.35%
  Government Fund
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.38%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          0.22%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          0.60%
  Money Market Fund
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.17%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          0.43%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          0.60%
  Real Estate Securities Fund
    
   Management Fees . . . . . . . . . . . . . . . . . . . . . . .          0.60%
   Other Expenses. . . . . . . . . . . . . . . . . . . . . . . .          1.90%
   
     Total underlying Mutual Fund Expenses . . . . . . . . . . .          2.50%
    
</TABLE>
The underlying Mutual Fund expenses shown above are assessed at the underlying
Mutual Fund level and are not direct charges against the Variable Account or
reductions in Cash Value.  These underlying Mutual Fund expenses are taken into
consideration in computing each underlying Mutual Fund's Net Asset Value, which
is the 


                                      7
<PAGE>   11
   
share price used to calculate the Variable Account's unit value.  The
management fees and other expenses, some of which may be subject to fee waivers
or expense reimbursements, are more fully described in the prospectuses for
each individual underlying Mutual Fund option.  The information relating to the
underlying Mutual Fund expenses was provided by the underlying Mutual Fund and
was not independently verified by the Company.
    

PREMIUMS

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

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

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

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

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

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

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

                       NATIONWIDE LIFE INSURANCE COMPANY

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

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

                              THE VARIABLE ACCOUNT

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

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

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


                                      8
<PAGE>   12
INVESTMENTS OF THE VARIABLE ACCOUNT

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

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

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

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

VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST

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

  ASSET ALLOCATION FUND (FORMERLY "MULTIPLE STRATEGY FUND")
    

  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 INCOME FUND (FORMERLY "DOMESTIC STRATEGIC INCOME FUND")

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

  EMERGING GROWTH FUND

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

                                      9
<PAGE>   13

   

     ENTERPRISE FUND (FORMERLY "COMMON STOCK FUND")

    

     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.

   

     GLOBAL EQUITY FUND

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

     GOVERNMENT FUND

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

     MONEY MARKET FUND

    

     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.

   

     REAL ESTATE SECURITIES FUND

    

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

REINVESTMENT

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

TRANSFERS

   

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

    

   

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

    

   

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

    


                                       10
<PAGE>   14

   

identifying information, such as name, contract number, Social Security number,
and/or personal identification number; tape recording all telephone
transactions, and providing written confirmation thereof to both the Policy
owner and any agent of record at the last address of record.  Although failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine.  Any losses incurred pursuant to actions
taken by the Company in reliance on telephone instructions reasonably believed
to be genuine shall be borne by the Policy Holder.  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") may transfer from the Fixed Account to
the Variable Account under the terms of that agreement.

DOLLAR COST AVERAGING 

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

   

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

    

SUBSTITUTION OF SECURITIES

   

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

    

VOTING RIGHTS

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

   

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

The 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 at
least 21 days prior to such meeting.

Underlying Mutual Fund shares held in or by 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.

    


                                     11
<PAGE>   15
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, is based on a good faith determination that such change
would be contrary to state law or otherwise inappropriate in light of the
portfolio's objective and purposes; or (3) enter into or refrain from entering
into any advisory agreement or underwriting contract, if required by any
insurance regulatory authority.

    

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

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

- -Premium Payments

   

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

    

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

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

ALLOCATION OF CASH VALUE

   

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

    


                                     12
<PAGE>   16
The designation of investment allocations will be made by the prospective
Policy Owner at the time of application for a Policy.  The Policy Owner may
change the way in which future Net Premiums are allocated by giving written
notice to the Company.  All percentage allocations must be in whole numbers,
and must be at least 5%.  The sum of allocations must equal 100%.

SHORT-TERM RIGHT TO CANCEL POLICY

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

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

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

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

SURRENDER CHARGES

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


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

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


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

   
The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records.  The Company does not expect to profit from the underwriting surrender
charges.  The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies.  Unrecovered expenses are borne by the
Company's general assets which may include profits, if any, from Mortality and
Expense Risk Charges (see "Deductions from the Sub-Accounts").  Additional
premiums and/or income earned on assets in the Variable Account or partial
surrenders have no effect on these charges.  The remainder of the Surrender
Charge which is not attributable to the underwriting surrender charge component
represents the sales surrender charge component.  The purpose of the sales
surrender charge is to reimburse the Company for some of the expenses 
    


                                     13
<PAGE>   17
incurred in the distribution of the Policies.  The Company also deducts 3.5% of
each premium for sales load (see "Deductions from Premiums").

- -Reductions to Surrender Charges

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


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


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

DEDUCTIONS FROM CASH VALUE

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

     1. monthly cost of insurance charges; plus

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

     3. monthly administrative expense charge.

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

- -Monthly Cost of Insurance

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

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

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

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

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

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

                                     14
<PAGE>   18
- -Monthly Administrative Charge

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

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

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

                           HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

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

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

NET INVESTMENT FACTOR

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

(a)   is the net of:

     (1)  the Net Asset Value per share of the underlying Mutual Fund held in
          the sub-account determined at the end of the current Valuation 
          Period, plus

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

   
(b)  is the net of:

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

                                     15
<PAGE>   19
   
     (2)  the per share charge or credit, if any, for any taxes reserved for
          in the immediately preceding Valuation Period.
    

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

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

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

VALUATION OF ASSETS

Underlying Mutual Fund shares in the Variable Account will be valued at their
Net Asset Value.

DETERMINING THE CASH VALUE

   
The sum of the value of all 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.  If part or all of the Cash Value is surrendered or charges or
deductions are made against the Cash Value, an appropriate number of
Accumulation Units from the Variable Account and an appropriate amount from the
Fixed Account will be deducted in the same proportion that the Contract Owner's
interest in the Variable Account and the Fixed Account bears to the total Cash
Value.
    

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

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

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

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

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

    1.  The maximum partial surrender in any Policy Year is limited to 10% of
        the total premium payments;
    2.  The minimum partial surrender is $500; and
    3.  After the partial surrender, the Policy continues to qualify as life
        insurance.


                                     16
<PAGE>   20
   
When a partial surrender is made, the Cash Value is reduced by the amount of
the partial surrender.  Under Death Benefit Option 1, the Specified Amount is
reduced by the amount of the partial surrender, unless the death benefit is
based on the applicable percentage of Cash Value.  In such a case, a partial
surrender will decrease the Specified Amount by the amount by which the partial
surrender exceeds the difference between the death benefit and Specified
Amount.  Partial surrender amounts must be first deducted from the values in
the Variable sub-accounts.  Partial surrenders will be deducted from the Fixed
Account only to the extent that insufficient values are available in the
Variable sub-accounts.
    

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

MATURITY PROCEEDS

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

INCOME TAX WITHHOLDING

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

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

   
In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income
tax purposes, one or more of the following:  (1) the value each year of the
life insurance protection provided; (2) an amount equal to any employer-paid
premiums; or (3) some or all of the amount by which the current value of the
Policy exceeds the employer's interest in the Policy.  Participants should
consult with the sponsor or the administrator of the plan, and/or with their
personal tax or legal advisers, to determine the tax consequences, if any, of
their employer-sponsored life insurance arrangements.
    

                                  POLICY LOANS

TAKING A POLICY LOAN

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

   
Any request for a Policy loan must be in written form satisfactory to the
Company.  The request must be signed and, where permitted, the signature
guaranteed by a member firm of the New York, American, Boston, Midwest,
Philadelphia or Pacific Stock Exchange; or by a commercial bank or a savings
and loan which is a member of the Federal Deposit Insurance Corporation or
other eligible guarantor institution as defined by the federal securities laws
and regulations.  Certain Policy loans may result in currently taxable income
and tax penalties (see "Tax Matters").
    

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

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


                                     17
<PAGE>   21
   
Policy Loans will be currently credited interest daily at an annual effective
rate of 5.1%.  This rate is guaranteed never to be lower than 5.1%.  The
Company may change the current interest crediting rate on Policy loans at any
time at its sole discretion.  This earned interest is transferred from the
Policy Loan Account to a Variable Account or the Fixed Account on each Policy
Anniversary or at the time of loan repayment.  It will be allocated according
to the underlying Mutual Fund allocation factors in effect at the time of the
transfer.
    

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

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

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

REPAYMENT

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

                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

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

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

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

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

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

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


                                     18
<PAGE>   22
and when investment performance will begin to affect death benefits, please 
see the illustrations.  Under Option 2, the death benefit will be the greater 
of the Specified Amount plus the Cash Value, or the Applicable Percentage of 
Cash Value and will vary directly with the investment performance.

 The term "Applicable Percentage" means:
    1.  250% when the Insured is Attained Age 40 or less at the beginning of a
        Policy Year, and
   
    2.  when the Insured is above Attained Age 40, the percentage shown in the
        "Applicable Percentage of Cash Value Table" shown in this provision.
    
       
            APPLICABLE PERCENTAGE OF CASH VALUE TABLE

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

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

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

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

PROCEEDS PAYABLE ON DEATH

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

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

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

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

                          CHANGES OF INVESTMENT POLICY

The Company may materially change the investment policy of the Variable
Account.  The Company must inform the Policy Owners and obtain all necessary
regulatory approvals.  Any change must be submitted to the 


                                     19
<PAGE>   23
various state insurance departments which may disapprove it if deemed
detrimental to the interests of the Policy Owners or if it renders the Company's
operations hazardous to the public.  If a Policy Owner objects, the Policy may
be converted to a substantially comparable Nationwide General Account life
insurance policy offered by the Company on the life of the Insured.  The Policy
Owner has the later of 60 days (6 months in Pennsylvania) from the date of the
investment policy change or 60 days (6 months in Pennsylvania) from being
informed of such change to make this conversion.  The Company will not require
evidence of insurability for this conversion.

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

                                  GRACE PERIOD

- -First Five Policy Years

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

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

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

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

- -Policy Years Six and After

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

- -All Policy Years

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

                                 REINSTATEMENT

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

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

 2.    providing evidence of insurability satisfactory to the Company;

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

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

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

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

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

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

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

                                     20
<PAGE>   24
                            THE FIXED ACCOUNT OPTION
   
Because of exemptive and exclusionary provisions, interests in the Company's
General Account have not been registered under the Securities Act of 1933 and
the General Account has not been registered as an investment Company under the
Investment Company Act of 1940.  Accordingly, neither the General Account nor
any interests therein are subject to the provisions of these Acts, and the
Company has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this prospectus relating to the
Fixed Account option.  Disclosures regarding the General Account may, however,
be subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses.
    

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

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

SPECIFIED AMOUNT INCREASES

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

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

    (2)  satisfactory evidence of insurability must be provided;

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

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

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

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

SPECIFIED AMOUNT DECREASES

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

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

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

    (3)  against insurance provided under the original application.

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

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

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

CHANGES IN THE DEATH BENEFIT OPTION

After the fifth Policy Year, the Policy Owner may change the death benefit
option under the Policy.  If the change is from Option 1 to Option 2, the
Specified Amount will be decreased by the amount of the Cash Value.  If the
change is from Option 2 to Option 1, the Specified Amount will be increased by
the amount of the Cash Value.  The Company reserves the right to require
evidence of insurability for either change (from Option 1 to 

                                     21
<PAGE>   25
Option 2 only in New York).  The effective date of the change will be the
Monthly Anniversary Day on or next following the date the Company approves the
request for change. Only one change of option is permitted per Policy Year.  A
change in death benefit option will not be permitted if it results in the total
premiums paid exceeding the then current maximum premium limitations prescribed
by the Internal Revenue Service to qualify the Policy as a life insurance
contract.

                            OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

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

ASSIGNMENT

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

INCONTESTABILITY

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

ERROR IN AGE OR SEX

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

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

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

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

                                     22
<PAGE>   26
SUICIDE

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

NONPARTICIPATING POLICIES

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

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

                          DISTRIBUTION OF THE POLICIES

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

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

                              CUSTODIAN OF ASSETS

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

                                  TAX MATTERS

POLICY PROCEEDS

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

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

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

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

                                     23
<PAGE>   27
policy.  Under certain conditions, a policy may become a modified endowment as a
result of a material change or a reduction in benefits as defined by Section
7702A (c) of the Code.

   
In addition to meeting the tests required under Sections 7702, Section 817(h)
of the Code requires that the investments of separate accounts such as the
Variable Account be adequately diversified. Regulations under 817(h) provide
that a variable life policy which does not satisfy the diversification
standards will not be treated as life insurance unless the failure to satisfy
the regulations was inadvertent, the failure is corrected, and the Policy Owner
or the Company pays an amount to the Internal Revenue Service.  The amount will
be based on the tax that would have been paid by the Policy Owner if the
income, for the period the policy was not diversified, had been received by the
Policy Owner.  If the failure to diversify is not corrected in this manner, the
Policy Owner will be deemed the owner of the underlying securities and taxed on
the earnings of his or her account.
    

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

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

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

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

TAXATION OF THE COMPANY

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

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

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

OTHER CONSIDERATIONS

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

                                  THE COMPANY

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

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

   
The Company serves as depositor for Nationwide Variable Account, Nationwide
Variable Account-II, Nationwide Variable Account-3, Nationwide Variable
Account-4, Nationwide Variable Account-5, Nationwide Variable Account-6,
Nationwide Fidelity Advisor Variable Account, Nationwide Variable Account-8,
MFS Variable Account, Nationwide Multi-Flex Variable Account, Nationwide VLI
Separate Account, Nationwide VLI Separate Account-2, Nationwide VLI Separate
Account-3, NACo Variable Account and Nationwide DC Variable Account, each of
which is a registered investment company, and each of which is a separate
investment account of the Company.
    


                                     24
<PAGE>   28
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 (the Company), together with Nationwide
Mutual Insurance Company, Nationwide Mutual Fire Insurance Company, Nationwide
Life and Annuity Insurance Company, Nationwide Property and Casualty Insurance
Company, National Casualty Company, West Coast Life Insurance Company,
Scottsdale Indemnity Company, Nationwide Indemnity Company and Nationwide
General Insurance Company and all of their affiliated companies comprise the
Nationwide Insurance Enterprise.

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

DIRECTORS OF THE COMPANY

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

   
Keith W. Eckel                   1996         Partner and Manager, Fred W. Eckel Sons and Eckel Farms, 
                                              Inc. (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


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

   
Joseph J. Gasper *+              1996         President and Chief Operating Officer, Nationwide Life Insurance
                                              Company and Nationwide Life and Annuity Insurance Company (2)
    

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

   
D. Richard McFerson *+           1988         Chairman and Chief Executive Officer, Nationwide Insurance
                                              Enterprise (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. (1)
    

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


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


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


Harold W. Weihl                  1990         Farm Owner and Operator, Weihl Farm (1)
</TABLE>


                                     25
<PAGE>   29
- ------------------------------
*Member, Executive Committee            +Member, Investment Committee

(1)  Principal occupation for last five years.
   
(2)  Prior to assuming their current positions, Messrs. McFerson and Gasper
     held other executive management positions with the companies.

Each of the directors is a director of the other major insurance affiliates of
the Nationwide Insurance Enterprise, except Mr. Gasper who is a director only
of the Company and Nationwide Life Insurance Company. Messrs. Gasper and
McFerson are directors of Nationwide Financial Services, Inc., a registered
broker-dealer.

Messrs. Gasper, Holloway, McFerson, Miller, Patterson and Shisler are directors
of Nationwide Corporation.  Messrs. Fuellgraf, McFerson, Ms. Thomas, and Mr.
Weihl are trustees of Nationwide Investing Foundation, a registered investment
company.  Mr. McFerson is a trustee 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         Chairman and Chief Executive Officer-Nationwide 
                            Insurance Enterprise

Joseph J. Gasper            President and Chief Operating Officer
    

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

   
Robert A. Oakley            Executive Vice President - Chief Financial Officer

Robert J. Woodward, Jr.     Executive Vice President-Chief Investment Officer

James E. Brock              Senior Vice President -Life Company 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

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

   
Mr. Gasper is also President and Chief Operating Officer of 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 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, who
joined the Registrant in 1993.  From 1983-1993, Mr. Folk served as a partner at
the accounting firm KPMG Peat Marwick LLP.
    

                     OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

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


                                     26
<PAGE>   30
                            REPORTS TO POLICY OWNERS

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

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

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

                                  ADVERTISING

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

                               LEGAL PROCEEDINGS

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

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

                                    EXPERTS

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

                             REGISTRATION STATEMENT

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

                                 LEGAL OPINIONS

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


                                     27
<PAGE>   31
                                 APPENDIX 1

                               ILLUSTRATION OF
                              SURRENDER CHARGES

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

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

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

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

Reductions to Surrender Charges.

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

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

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

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

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


                                     28
<PAGE>   32
                                   APPENDIX 2

                          ILLUSTRATIONS OF CASH VALUES
                             CASH SURRENDER VALUES
                               AND DEATH BENEFITS

The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance.  The illustrations
illustrate how Cash Values, Cash Surrender Values and death benefits under a
Policy would vary over time if the hypothetical gross investment rates of
return were a uniform annual effective rate of either 0%, 6% or 12%.  If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values, Cash Surrender Values and death benefits may be
different.  For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force.  The
illustrations also assume there is no Policy debt, no additional premium
payments are made, no Cash Values are allocated to the Fixed Account, and there
are no changes in the Specified Amount or death benefit option.

The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return.  This is
due to the daily charges made against the assets of the sub-accounts for
assuming Mortality and Expense Risks.  The Mortality and Expense Risk Charges
are equivalent to an annual effective rate of .80% of the daily net asset value
of the Variable Account.  In addition, the net investment returns also reflect
the deduction of underlying Mutual Fund investment advisory fees and other
expenses which are equivalent to an annual effective rate of 0.60% of the daily
net asset value of the Variable Account.

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

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

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

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


                                     29
<PAGE>   33
                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM:  $43,165 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE45

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

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

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

     1         2,100         1,657     1,175      43,165        1,761     1,280      43,165        1,866     1,384      43,165
     2         4,305         3,274     2,792      43,165        3,584     3,103      43,165        3,907     3,426      43,165
     3         6,620         4,851     4,369      43,165        5,470     4,989      43,165        6,140     5,659      43,165
     4         9,051         6,390     5,932      43,165        7,423     6,966      43,165        8,585     8,128      43,165
     5        11,604         7,889     7,455      43,165        9,443     9,010      43,165       11,261    10,828      43,165
     6        12,184         7,505     7,095      43,165        9,579     9,170      43,165       12,126    11,717      43,165
     7        12,793         7,116     6,731      43,165        9,709     9,324      43,165       13,066    12,681      43,165
     8        13,433         6,721     6,360      43,165        9,831     9,470      43,165       14,088    13,726      43,165
     9        14,105         6,320     6,079      43,165        9,946     9,705      43,165       15,201    14,960      43,165
    10        14,810         5,908     5,908      43,165       10,050    10,050      43,165       16,413    16,413      43,165
    15        18,901         3,675     3,675      43,165       10,376    10,376      43,165       24,374    24,374      43,165
    20        24,124           877       877      43,165       10,102    10,102      43,165       37,037    37,037      45,185
    25        30,788           (*)       (*)         (*)        8,536     8,536      43,165       56,951    56,951      66,063
    30        39,295           (*)       (*)         (*)        4,048     4,048      43,165       87,779    87,779      93,924
    35        50,151           (*)       (*)         (*)          (*)       (*)         (*)      135,975   135,975     142,774
</TABLE>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     30
<PAGE>   34
                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM:  $43,165 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

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

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

     1         2,100         1,564     1,083      43,165        1,666     1,185      43,165        1,768     1,286      43,165
     2         4,305         3,086     2,605      43,165        3,386     2,904      43,165        3,697     3,216      43,165
     3         6,620         4,566     4,084      43,165        5,160     4,679      43,165        5,804     5,322      43,165
     4         9,051         6,004     5,546      43,165        6,993     6,535      43,165        8,106     7,649      43,165
     5        11,604         7,401     6,967      43,165        8,886     8,452      43,165       10,624    10,191      43,165
     6        12,184         6,907     6,497      43,165        8,880     8,471      43,165       11,309    10,900      43,165
     7        12,793         6,399     6,013      43,165        8,853     8,468      43,165       12,044    11,658      43,165
     8        13,433         5,872     5,511      43,165        8,800     8,439      43,165       12,831    12,469      43,165
     9        14,105         5,323     5,082      43,165        8,716     8,475      43,165       13,673    13,432      43,165
    10        14,810         4,748     4,748      43,165        8,596     8,596      43,165       14,576    14,576      43,165
    15        18,901         1,306     1,306      43,165        7,255     7,255      43,165       20,212    20,212      43,165
    20        24,124           (*)       (*)         (*)        3,760     3,760      43,165       28,632    28,632      43,165
    25        30,788           (*)       (*)         (*)          (*)       (*)         (*)       42,345    42,345      49,120
    30        39,295           (*)       (*)         (*)          (*)       (*)         (*)       63,899    63,899      68,372
    35        50,151           (*)       (*)         (*)          (*)       (*)         (*)       97,344    97,344     102,212
</TABLE>

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

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     31
<PAGE>   35
                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM:  $40,605 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

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

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

     1         2,100         1,659     1,206      42,264        1,764     1,311      42,369        1,868     1,415      42,473
     2         4,305         3,273     2,820      43,878        3,583     3,130      44,188        3,906     3,453      44,511
     3         6,620         4,842     4,389      45,447        5,459     5,006      46,064        6,126     5,673      46,731
     4         9,051         6,367     5,937      46,972        7,394     6,964      47,999        8,549     8,118      49,154
     5        11,604         7,845     7,438      48,450        9,386     8,979      49,991       11,187    10,779      51,792
     6        14,284         9,279     8,894      49,884       11,438    11,053      52,043       14,063    13,678      54,668
     7        17,098        10,666    10,304      51,271       13,550    13,188      54,155       17,197    16,835      57,802
     8        20,053        12,007    11,667      52,612       15,723    15,383      56,328       20,612    20,272      61,217
     9        23,156        13,303    13,077      53,908       17,959    17,732      58,564       24,335    24,108      64,940
    10        26,414        14,552    14,552      55,157       20,256    20,256      60,861       28,390    28,390      68,995
    15        45,315        20,279    20,279      60,884       32,946    32,946      73,551       55,116    55,116      95,721
    20        69,439        24,673    24,673      65,278       47,275    47,275      87,880       96,191    96,191     136,796
    25       100,227        27,338    27,338      67,943       62,947    62,947     103,552      159,130   159,130     199,735
    30       139,522        27,450    27,450      68,055       79,056    79,056     119,661      255,093   255,093     295,698
    35       189,673        23,959    23,959      64,564       94,159    94,159     134,764      401,218   401,218     441,823
</TABLE>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     32
<PAGE>   36
                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM:  $40,605 SPECIFIED AMOUNT
                  MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

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

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

     1         2,100         1,568     1,115      42,173        1,670     1,217      42,275        1,772     1,318      42,377
     2         4,305         3,086     2,633      43,691        3,385     2,932      43,990        3,695     3,242      44,300
     3         6,620         4,555     4,101      45,160        5,145     4,692      45,750        5,785     5,332      46,390
     4         9,051         5,972     5,542      46,577        6,952     6,521      47,557        8,054     7,623      48,659
     5        11,604         7,339     6,931      47,944        8,803     8,396      49,408       10,517    10,109      51,122
     6        14,284         8,653     8,268      49,258       10,700    10,315      51,305       13,191    12,806      53,796
     7        17,098         9,914     9,551      50,519       12,639    12,277      53,244       16,092    15,730      56,697
     8        20,053        11,117    10,777      51,722       14,619    14,279      55,224       19,238    18,898      59,843
     9        23,156        12,260    12,034      52,865       16,637    16,410      57,242       22,646    22,420      63,251
    10        26,414        13,341    13,341      53,946       18,690    18,690      59,295       26,339    26,339      66,944
    15        45,315        17,728    17,728      58,333       29,381    29,381      69,986       49,940    49,940      90,545
    20        69,439        20,005    20,005      60,610       40,271    40,271      80,876       84,901    84,901     125,506
    25       100,227        19,229    19,229      59,834       50,048    50,048      90,653      136,166   136,166     176,771
    30       139,522        13,777    13,777      54,382       56,274    56,274      96,879      210,535   210,535     251,140
    35       189,673           882       882      41,487       54,468    54,468      95,073      316,838   316,838     357,443
</TABLE>

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

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     33
<PAGE>   37
                             DEATH BENEFIT OPTION 1
               $5,000 ANNUAL PREMIUM:  $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

                                    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         5,250         4,263     2,990     114,019        4,528     3,256     114,019        4,793     3,521     114,019
     2        10,763         8,423     7,151     114,019        9,214     7,942     114,019       10,037     8,765     114,019
     3        16,551        12,482    11,209     114,019       14,063    12,791     114,019       15,773    14,500     114,019
     4        22,628        16,443    15,234     114,019       19,084    17,875     114,019       22,052    20,844     114,019
     5        29,010        20,302    19,157     114,019       24,278    23,133     114,019       28,924    27,779     114,019
     6        30,460        19,455    18,374     114,019       24,769    23,688     114,019       31,288    30,206     114,019
     7        31,983        18,597    17,580     114,019       25,254    24,236     114,019       33,859    32,841     114,019
     8        33,582        17,726    16,772     114,019       25,729    24,775     114,019       36,659    35,705     114,019
     9        35,261        16,841    16,205     114,019       26,196    25,560     114,019       39,713    39,077     114,019
    10        37,024        15,935    15,935     114,019       26,647    26,647     114,019       43,040    43,040     114,019
    15        47,254        11,023    11,023     114,019       28,611    28,611     114,019       64,945    64,945     114,019
    20        60,309         4,900     4,900     114,019       29,557    29,557     114,019       99,757    99,757     121,703
    25        76,971           (*)       (*)         (*)       28,146    28,146     114,019      154,402   154,402     179,106
    30        98,237           (*)       (*)         (*)       21,341    21,341     114,019      239,195   239,195     255,939
    35       125,378           (*)       (*)         (*)        2,929     2,929     114,019      371,863   371,863     390,456
</TABLE>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     34
<PAGE>   38
                             DEATH BENEFIT OPTION 1
               $5,000 ANNUAL PREMIUM:  $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

                                    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         5,250         4,131     2,858     114,019        4,392     3,120     114,019        4,653     3,381     114,019
     2        10,763         8,153     6,881     114,019        8,928     7,656     114,019        9,734     8,462     114,019
     3        16,551        12,069    10,796     114,019       13,614    12,342     114,019       15,286    14,014     114,019
     4        22,628        15,879    14,671     114,019       18,457    17,248     114,019       21,355    20,146     114,019
     5        29,010        19,587    18,442     114,019       23,462    22,317     114,019       27,995    26,850     114,019
     6        30,460        18,573    17,492     114,019       23,742    22,661     114,019       30,092    29,010     114,019
     7        31,983        17,532    16,514     114,019       23,990    22,972     114,019       32,358    31,340     114,019
     8        33,582        16,457    15,503     114,019       24,199    23,244     114,019       34,806    33,852     114,019
     9        35,261        15,340    14,703     114,019       24,359    23,723     114,019       37,451    36,815     114,019
    10        37,024        14,171    14,171     114,019       24,462    24,462     114,019       40,312    40,312     114,019
    15        47,254         7,268     7,268     114,019       23,781    23,781     114,019       58,690    58,690     114,019
    20        60,309           (*)       (*)         (*)       19,591    19,591     114,019       87,324    87,324     114,019
    25        76,971           (*)       (*)         (*)        7,855     7,855     114,019      133,190   133,190     154,501
    30        98,237           (*)       (*)         (*)          (*)       (*)         (*)      203,734   203,734     217,995
    35       125,378           (*)       (*)         (*)          (*)       (*)         (*)      313,526   313,526     329,202
</TABLE>

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

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     35
<PAGE>   39
                             DEATH BENEFIT OPTION 2
               $5,000 ANNUAL PREMIUM:  $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

                                    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         5,250         4,278     3,122     107,799        4,543     3,388     108,064        4,809       3,653     108,330
     2        10,763         8,442     7,287     111,963        9,233     8,078     112,754       10,056       8,901     113,577
     3        16,551        12,494    11,339     116,015       14,073    12,918     117,594       15,779      14,624     119,300
     4        22,628        16,436    15,338     119,957       19,068    17,971     122,589       22,026      20,928     125,547
     5        29,010        20,262    19,222     123,783       24,216    23,176     127,737       28,835      27,795     132,356
     6        35,710        23,977    22,995     127,498       29,524    28,542     133,045       36,263      35,281     139,784
     7        42,746        27,578    26,654     131,099       34,993    34,069     138,514       44,363      43,439     147,884
     8        50,133        31,066    30,200     134,587       40,626    39,759     144,147       53,195      52,329     156,716
     9        57,889        34,444    33,866     137,965       46,429    45,851     149,950       62,831      62,254     166,352
    10        66,034        37,705    37,705     141,226       52,400    52,400     155,921       73,337      73,337     176,858
    15       113,287        52,780    52,780     156,301       85,506    85,506     189,027      142,700     142,700     246,221
    20       173,596        64,683    64,683     168,204      123,255   123,255     226,776      249,716     249,716     353,237
    25       250,567        72,595    72,595     176,116      165,227   165,227     268,748      414,426     414,426     517,947
    30       348,804        74,765    74,765     178,286      209,720   209,720     313,241      666,931     666,931     770,452
    35       474,182        68,950    68,950     172,471      253,926   253,926     357,447    1,053,664   1,053,664   1,157,185
</TABLE>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     36
<PAGE>   40
                             DEATH BENEFIT OPTION 2
               $5,000 ANNUAL PREMIUM:  $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

                                    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         5,250         4,152     2,996     107,673        4,413     3,258     107,934        4,675     3,519     108,196
     2        10,763         8,181     7,025     111,702        8,955     7,800     112,476        9,761     8,606     113,282
     3        16,551        12,088    10,933     115,609       13,630    12,475     117,151       15,297    14,142     118,818
     4        22,628        15,873    14,775     119,394       18,438    17,340     121,959       21,321    20,224     124,842
     5        29,010        19,535    18,496     123,056       23,381    22,341     126,902       27,876    26,837     131,397
     6        35,710        23,073    22,091     126,594       28,459    27,477     131,980       35,007    34,025     138,528
     7        42,746        26,482    25,558     130,003       33,670    32,746     137,191       42,762    41,838     146,283
     8        50,133        29,759    28,893     133,280       39,011    38,145     142,532       51,193    50,326     154,714
     9        57,889        32,898    32,320     136,419       44,480    43,902     148,001       60,353    59,776     163,874
    10        66,034        35,895    35,895     139,416       50,072    50,072     153,593       70,306    70,306     173,827
    15       113,287        48,595    48,595     152,116       79,762    79,762     183,283      134,520   134,520     238,041
    20       173,596        56,727    56,727     160,248      111,544   111,544     215,065      231,282   231,282     334,803
    25       250,567        58,511    58,511     162,032      143,203   143,203     246,724      376,198   376,198     479,719
    30       348,804        50,868    50,868     154,389      170,430   170,430     273,951      591,939   591,939     695,460
    35       474,182        28,584    28,584     132,105      185,139   185,139     288,660      910,656   910,656   1,014,177
</TABLE>

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

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     37
<PAGE>   41
                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $301,625 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

                                    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        21,000        17,105    12,498     301,625       18,169    13,562     301,625       19,234      14,627     301,625
     2        43,050        33,805    29,198     301,625       36,981    32,374     301,625       40,285      35,677     301,625
     3        66,203        50,123    45,516     301,625       56,482    51,874     301,625       63,355      58,748     301,625
     4        90,513        66,064    61,687     301,625       76,698    72,321     301,625       88,649      84,272     301,625
     5       116,038        81,616    77,470     301,625       97,646    93,500     301,625      116,383     112,236     301,625
     6       121,840        78,314    74,397     301,625       99,782    95,866     301,625      126,126     122,209     301,625
     7       127,932        74,943    71,257     301,625      101,896    98,210     301,625      136,761     133,075     301,625
     8       134,329        71,473    68,018     301,625      103,966   100,510     301,625      148,371     144,916     301,625
     9       141,045        67,893    65,590     301,625      105,983   103,679     301,625      161,067     158,764     301,625
    10       148,097        64,207    64,207     301,625      107,956   107,956     301,625      174,986     174,986     301,625
    15       189,014        42,592    42,592     301,625      115,981   115,981     301,625      268,296     268,296     311,223
    20       241,235        11,032    11,032     301,625      117,643   117,643     301,625      416,853     416,853     446,033
    25       307,884           (*)       (*)         (*)      105,689   105,689     301,625      649,469     649,469     681,943
    30       392,947           (*)       (*)         (*)       64,051    64,051     301,625    1,007,165   1,007,165   1,057,523
    35       501,511           (*)       (*)         (*)          (*)       (*)         (*)    1,550,259   1,550,259   1,627,772
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     38
<PAGE>   42
                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $301,625 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

                                    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        21,000        15,971    11,363     301,625       17,000    12,393     301,625       18,031      13,424     301,625
     2        43,050        31,484    26,877     301,625       34,528    29,921     301,625       37,697      33,090     301,625
     3        66,203        46,560    41,953     301,625       52,625    48,018     301,625       59,191      54,583     301,625
     4        90,513        61,208    56,831     301,625       71,328    66,951     301,625       82,722      78,345     301,625
     5       116,038        75,433    71,286     301,625       90,675    86,528     301,625      108,534     104,387     301,625
     6       121,840        70,623    66,706     301,625       90,978    87,062     301,625      116,051     112,135     301,625
     7       127,932        65,533    61,848     301,625       90,995    87,309     301,625      124,122     120,436     301,625
     8       134,329        60,103    56,647     301,625       90,663    87,207     301,625      132,792     129,337     301,625
     9       141,045        54,262    51,959     301,625       89,916    87,613     301,625      142,121     139,817     301,625
    10       148,097        47,942    47,942     301,625       88,685    88,685     301,625      152,187     152,187     301,625
    15       189,014         6,208     6,208     301,625       72,197    72,197     301,625      218,006     218,006     301,625
    20       241,235           (*)       (*)         (*)       22,134    22,134     301,625      329,656     329,656     352,732
    25       307,884           (*)       (*)         (*)          (*)       (*)         (*)      507,656     507,656     533,039
    30       392,947           (*)       (*)         (*)          (*)       (*)         (*)      772,734     772,734     811,370
    35       501,511           (*)       (*)         (*)          (*)       (*)         (*)    1,154,621   1,154,621   1,212,353
</TABLE>

ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     39
<PAGE>   43
                             DEATH BENEFIT OPTION 2
              $20,000 ANNUAL PREMIUM:  $271,462  SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

                                    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        21,000        17,234    13,088     271,462       18,302     14,156     271,462       19,371      15,224     271,462
     2        43,050        34,071    29,924     271,462       37,264     33,117     271,462       40,584      36,437     271,462
     3        66,203        50,534    46,387     271,462       56,930     52,783     271,462       63,843      59,696     271,462
     4        90,513        66,628    62,689     271,462       77,330     73,391     271,462       89,356      85,417     271,462
     5       116,038        82,347    78,615     271,462       98,487     94,755     271,462      117,349     113,617     271,462
     6       142,840        97,716    94,192     271,462      120,458    116,934     271,462      148,106     144,581     271,462
     7       170,982       112,749   109,432     271,462      143,295    139,977     271,462      181,934     178,617     271,462
     8       200,531       127,451   124,341     271,462      167,045    163,935     271,462      219,178     216,068     276,164
     9       231,558       141,841   139,767     271,462      191,780    189,707     271,462      259,931     257,857     322,314
    10       264,136       155,947   155,947     271,462      217,581    217,581     271,462      304,459     304,459     371,440
    15       453,150       224,602   224,602     271,462      362,760    362,760     420,802      599,151     599,151     695,016
    20       694,385       287,050   287,050     307,143      534,263    534,263     571,662    1,057,516   1,057,516   1,131,542
    25     1,002,269       342,841   342,841     359,983      738,421    738,421     775,342    1,774,479   1,774,479   1,863,203
    30     1,395,216       390,442   390,442     409,964      975,494    975,494   1,024,269    2,878,276   2,878,276   3,022,190
    35     1,896,726       429,321   429,321     450,787    1,245,553  1,245,553   1,307,831    4,556,237   4,556,237   4,784,049
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     40
<PAGE>   44
                             DEATH BENEFIT OPTION 2
              $20,000 ANNUAL PREMIUM:  $271,462  SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

                                    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        21,000        16,074    11,927     287,536       17,103     12,956     288,565       18,133      13,986     289,595
     2        43,050        31,557    27,411     303,019       34,587     30,441     306,049       37,741      33,594     309,203
     3        66,203        46,450    42,304     317,912       52,454     48,307     323,916       58,950      54,803     330,412
     4        90,513        60,739    56,800     332,201       70,688     66,749     342,150       81,882      77,943     353,344
     5       116,038        74,403    70,671     345,865       89,269     85,537     360,731      106,666     102,934     378,128
     6       142,840        87,423    83,898     358,885      108,173    104,648     379,635      133,439     129,915     404,901
     7       170,982        99,773    96,456     371,235      127,371    124,054     398,833      162,349     159,032     433,811
     8       200,531       111,412   108,302     382,874      146,815    143,705     418,277      193,536     190,426     464,998
     9       231,558       122,298   120,224     393,760      166,454    164,380     437,916      227,156     225,082     498,618
    10       264,136       132,391   132,391     403,853      186,237    186,237     457,699      263,378     263,378     534,840
    15       453,150       169,773   169,773     441,235      285,521    285,521     556,983      490,854     490,854     762,316
    20       694,385       178,901   178,901     450,363      376,334    376,334     647,796      816,797     816,797   1,088,259
    25     1,002,269       146,487   146,487     417,949      438,084    438,084     709,546    1,275,596   1,275,596   1,547,058
    30     1,395,216        55,741    55,741     327,203      440,910    440,910     712,372    1,915,678   1,915,678   2,187,140
    35     1,896,726           (*)       (*)         (*)      333,117    333,117     604,579    2,793,998   2,793,998   3,065,460
</TABLE>

 ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     41
<PAGE>   45
                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $205,135 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

                                    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        21,000        16,506    11,619     205,135       17,553     12,667     205,135       18,602      13,716     205,135
     2        43,050        32,612    27,725     205,135       35,729     30,843     205,135       38,973      34,087     205,135
     3        66,203        48,345    43,459     205,135       54,585     49,698     205,135       61,336      56,450     205,135
     4        90,513        63,716    59,074     205,135       74,169     69,527     205,135       85,933      81,291     205,135
     5       116,038        78,760    74,362     205,135       94,565     90,167     205,135      113,073     108,675     205,135
     6       121,840        74,835    70,681     205,135       96,067     91,913     205,135      122,194     118,040     205,135
     7       127,932        70,690    66,781     205,135       97,442     93,533     205,135      132,190     128,280     205,135
     8       134,329        66,300    62,635     205,135       98,678     95,014     205,135      143,194     139,529     205,135
     9       141,045        61,625    59,181     205,135       99,756     97,313     205,135      155,360     152,917     205,135
    10       148,097        56,601    56,601     205,135      100,637    100,637     205,135      168,868     168,868     205,135
    15       189,014        23,982    23,982     205,135      100,876    100,876     205,135      261,820     261,820     274,911
    20       241,235           (*)       (*)         (*)       88,551     88,551     205,135      405,792     405,792     426,081
    25       307,884           (*)       (*)         (*)       43,972     43,972     205,135      624,382     624,382     655,602
    30       392,947           (*)       (*)         (*)          (*)        (*)         (*)      963,548     963,548     973,184
    35       501,511           (*)       (*)         (*)          (*)        (*)         (*)    1,514,379   1,514,379   1,514,379
</TABLE>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     42
<PAGE>   46
                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $205,135 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

                                    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        21,000        14,101     9,214     205,135       15,077    10,191     205,135       16,056    11,170     205,135
     2        43,050        27,774    22,887     205,135       30,622    25,735     205,135       33,593    28,706     205,135
     3        66,203        41,056    36,169     205,135       46,711    41,825     205,135       52,852    47,965     205,135
     4        90,513        53,979    49,337     205,135       63,434    58,791     205,135       74,122    69,480     205,135
     5       116,038        66,573    62,175     205,135       80,890    76,492     205,135       97,754    93,356     205,135
     6       121,840        59,793    55,640     205,135       78,987    74,833     205,135      102,822    98,668     205,135
     7       127,932        52,305    48,395     205,135       76,401    72,492     205,135      108,141   104,232     205,135
     8       134,329        43,930    40,265     205,135       72,967    69,302     205,135      113,728   110,063     205,135
     9       141,045        34,460    32,017     205,135       68,488    66,045     205,135      119,615   117,172     205,135
    10       148,097        23,660    23,660     205,135       62,738    62,738     205,135      125,868   125,868     205,135
    15       189,014           (*)       (*)         (*)        3,104     3,104     205,135      167,749   167,749     205,135
    20       241,235           (*)       (*)         (*)          (*)       (*)         (*)      250,029   250,029     262,530
    25       307,884           (*)       (*)         (*)          (*)       (*)         (*)      373,218   373,218     391,879
    30       392,947           (*)       (*)         (*)          (*)       (*)         (*)      561,521   561,521     567,136
    35       501,511           (*)       (*)         (*)          (*)       (*)         (*)      882,176   882,176     882,176
</TABLE>

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

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
       APPENDIX.

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

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

                                     43
<PAGE>   47
                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $194,739 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

<TABLE>
<CAPTION>
                                                           CURRENT VALUES

                                    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        21,000        16,435    11,796     211,174       17,475     12,836     212,214       18,517      13,878     213,256
     2        43,050        32,288    27,650     227,027       35,364     30,725     230,103       38,563      33,924     233,302
     3        66,203        47,558    42,919     242,297       53,664     49,025     248,403       60,268      55,630     255,007
     4        90,513        62,214    57,808     256,953       72,348     67,941     267,087       83,744      79,337     278,483
     5       116,038        76,256    72,081     270,995       91,411     87,236     286,150      109,140     104,965     303,879
     6       142,840        89,679    85,736     284,418      110,853    106,909     305,592      136,622     132,679     331,361
     7       170,982       102,442    98,731     297,181      130,626    126,914     325,365      166,326     162,615     361,065
     8       200,531       114,542   111,063     309,281      150,725    147,246     345,464      198,445     194,965     393,184
     9       231,558       125,963   123,644     320,702      171,131    168,811     365,870      233,174     230,854     427,913
    10       264,136       136,663   136,663     331,402      191,793    191,793     386,532      270,698     270,698     465,437
    15       453,150       180,342   180,342     375,081      299,977    299,977     494,716      511,404     511,404     706,143
    20       694,385       201,261   201,261     396,000      408,362    408,362     603,101      865,963     865,963   1,060,702
    25     1,002,269       191,900   191,900     386,639      505,603    505,603     700,342    1,386,526   1,386,526   1,581,265
    30     1,395,216       142,992   142,992     337,731      574,879    574,879     769,618    2,150,953   2,150,953   2,345,692
    35     1,896,726        71,310    71,310     266,049      623,790    623,790     818,529    3,312,210   3,312,210   3,506,949
</TABLE>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

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

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

                                     44
<PAGE>   48
                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $194,739 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

<TABLE>
<CAPTION>
                                                         GUARANTEED VALUES

                                    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        21,000        13,962     9,323     208,701       14,923     10,284     209,662       15,886      11,248     210,625
     2        43,050        27,143    22,504     221,882       29,903     25,265     224,642       32,782      28,143     227,521
     3        66,203        39,525    34,887     234,264       44,907     40,268     239,646       50,745      46,106     245,484
     4        90,513        51,083    46,676     245,822       59,889     55,482     254,628       69,829      65,422     264,568
     5       116,038        61,773    57,598     256,512       74,786     70,611     269,525       90,076      85,901     284,815
     6       142,840        71,535    67,591     266,274       89,510     85,567     284,249      111,509     107,566     306,248
     7       170,982        80,288    76,577     275,027      103,952    100,241     298,691      134,134     130,423     328,873
     8       200,531        87,930    84,451     282,669      117,973    114,493     312,712      157,930     154,451     352,669
     9       231,558        94,362    92,043     289,101      131,427    129,108     326,166      182,876     180,557     377,615
    10       264,136        99,502    99,502     294,241      144,184    144,184     338,923      208,965     208,965     403,704
    15       453,150       104,063   104,063     298,802      193,557    193,557     388,296      357,414     357,414     552,153
    20       694,385        63,774    63,774     258,513      201,643    201,643     396,382      532,548     532,548     727,287
    25     1,002,269           (*)       (*)         (*)      131,548    131,548     326,287      716,096     716,096     910,835
    30     1,395,216           (*)       (*)         (*)          (*)        (*)         (*)      879,749     879,749   1,074,488
    35     1,896,726           (*)       (*)         (*)          (*)        (*)         (*)      980,388     980,388   1,175,127
</TABLE>

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

(2)    GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
       ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
       PROSPECTUS APPENDIX.

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

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


                                       45
<PAGE>   49

<PAGE>   1
                          Independent Auditors' Report

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

   We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account as of December 31,
1995, and the related statements of operations and changes in contract owners'
equity and schedules of changes in unit value for each of the years in the three
year period then ended. These financial statements and schedules of changes in
unit value are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules of changes in unit value based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and schedules of
changes in unit value are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1995, by correspondence with the custodian and the
transfer agents of the underlying mutual funds. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

   In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VLI Separate Account as of December 31, 1995, and the
results of its operations and its changes in contract owners' equity and the
schedules of changes in unit value for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.


                                                        KPMG Peat Marwick LLP


Columbus, Ohio
February 6, 1996

<PAGE>   2
                         NATIONWIDE VLI SEPARATE ACCOUNT
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
                                DECEMBER 31, 1995

<TABLE>
<CAPTION>
<S>                                                                 <C>         
ASSETS:
   Investments in Van Kampen American Capital Life
      Investment Trust, at market value:
     Common Stock Fund
         1,801,420 shares (cost $23,991,656) ..............         $ 26,462,863
     Domestic Strategic Income Fund
        427,490 shares (cost $3,589,193) ..................            3,509,695
     Emerging Growth Fund
        42,444 shares (cost $475,666) .....................              497,015
     Global Equity Fund
        20,666 shares (cost $209,185) .....................              213,064
     Government Fund
        6,265,236 shares (cost $54,992,190) ...............           56,763,039
     Money Market Fund
        9,782,717 shares (cost $9,782,717) ................            9,782,717
     Multiple Strategy Fund
        2,098,321 shares (cost $23,600,829) ...............           24,424,455
     Real Estate Securities Fund
        4,679 shares (cost $48,129) .......................               50,248
                                                                    ------------
           Total assets ...................................          121,703,096
ACCOUNTS PAYABLE ..........................................                  585
                                                                    ------------
CONTRACT OWNERS' EQUITY ...................................         $121,702,511
                                                                    ============
</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 ...............          1,165,519       $ 22.498859       $ 26,222,848
   Domestic Strategic Income Sub-account ..            193,912         17.235188          3,342,110
   Emerging Growth Sub-account ............             42,641         11.655608            497,007
   Global Equity Sub-account ..............             20,762         10.262083            213,061
   Government Sub-account .................          2,990,179         18.968390         56,718,881
   Money Market Sub-account ...............            611,001         15.695093          9,589,718
   Multiple Strategy Sub-account ..........          1,125,079         21.519909         24,211,598
   Real Estate Securities Sub-account .....              4,659         10.784280             50,244

Single Premium contracts issued on or after
April 16, 1990:
   Common Stock Sub-account ...............              5,428         21.257132            115,384
   Domestic Strategic Income Sub-account ..              9,801         17.099466            167,592
   Government Sub-account .................              2,836         14.433482             40,933
   Money Market Sub-account ...............             16,792         11.648994            195,610
   Multiple Strategy Sub-account ..........              5,169         18.558022             95,926

Multiple Payment Contracts and Flexible
Premium Contracts:
   Common Stock Sub-account ...............              6,873         18.137100            124,656
   Multiple Strategy Sub-account ..........              7,030         16.634918            116,943
                                                     =========         =========       ------------
                                                                                       $121,702,511
                                                                                       ============
</TABLE>

See accompanying notes to financial statements.


<PAGE>   3
                         NATIONWIDE VLI SEPARATE ACCOUNT
         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                                    1995                  1994                 1993
                                                                -------------          -----------          -----------
<S>                                                             <C>                    <C>                  <C>
INVESTMENT ACTIVITY:
  Reinvested capital gains and dividends ................       $  11,096,149            9,791,294            8,172,407
                                                                -------------          -----------          -----------
  Gain (loss) on investments:
    Proceeds from redemptions of mutual
    fund shares .........................................          23,835,749           22,040,399           23,152,130
    Cost of mutual fund shares sold .....................         (21,777,460)         (20,667,556)         (20,977,882)
                                                                -------------          -----------          -----------
    Realized gain (loss) on investments .................           2,058,289            1,372,843            2,174,248
    Change in unrealized gain (loss) on
      investments .......................................          11,069,519          (15,672,902)            (360,705)
                                                                -------------          -----------          -----------

       Net gain (loss) on investments ...................          13,127,808          (14,300,059)           1,813,543
                                                                -------------          -----------          -----------
             Net investment activity ....................          24,223,957           (4,508,765)           9,985,950
                                                                -------------          -----------          -----------

EQUITY TRANSACTIONS:
  Purchase payments from contract owners ................              39,639               25,229               19,352
  Surrenders (note 2d) ..................................         (11,745,567)          (9,547,706)          (9,817,586)
  Death benefits (note 4) ...............................          (1,552,445)          (1,196,526)          (1,033,549)
  Policy loans (net of repayments) (note 5) .............             833,405            1,817,775             (226,605)
                                                                -------------          -----------          -----------
             Net equity transactions ....................         (12,424,968)          (8,901,228)         (11,058,388)
                                                                -------------          -----------          -----------

EXPENSES:
  Deductions for surrender charges (note 2d)  ...........            (193,286)            (377,936)            (421,375)
  Redemptions to pay cost of insurance charges
    and administrative charges (notes 2b
    and 2c) .............................................          (1,770,626)          (2,043,874)          (2,027,161)
  Deductions for asset charges (note 3) .................          (1,124,778)          (1,135,456)          (1,270,553)
                                                                -------------          -----------          -----------
             Total expenses .............................          (3,088,690)          (3,557,266)          (3,719,089)
                                                                -------------          -----------          -----------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...................           8,710,299          (16,967,259)          (4,791,527)
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .............         112,992,212          129,959,471          134,750,998
                                                                -------------          -----------          -----------
CONTRACT OWNERS' EQUITY END OF PERIOD ...................       $ 121,702,511          112,992,212          129,959,471
                                                                =============          ===========          ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   4
                         NATIONWIDE VLI SEPARATE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1995, 1994 AND 1993

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a) ORGANIZATION AND NATURE OF OPERATIONS

          The Nationwide 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 eight sub-accounts.
          Assets of each sub-account are invested at net asset value in shares
          of corresponding underlying mutual funds offered by Van Kampen
          American Capital Life Investment Trust. The funds consist of Common
          Stock, Domestic Strategic Income (formerly Corporate Bond), Emerging
          Growth, Global Equity, Government, Money Market, Multiple Strategy and
          Real Estate Securities Funds. At December 31, 1995, contract owners
          have invested in all of the above funds.

          The Company offers modified single premium, and multiple payment and
          flexible premium variable life insurance contracts through the
          Account. The primary distribution for the contracts is through the
          brokerage community; however, other distributors may be utilized.

      (b) THE CONTRACTS

          Prior to December 31, 1990, only 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,
          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 and note 3 for asset charges.

          The contract owners' equity is affected by the investment results of
          each fund, equity transactions by contract owners and certain policy
          charges (see notes 2 and 3). The accompanying financial statements
          include only contract owners' purchase payments pertaining to the
          variable portions of their contracts and exclude any purchase payments
          for fixed dollar benefits, the latter being included in the accounts
          of the Company.

      (c) SECURITY VALUATION, TRANSACTIONS AND RELATED INVESTMENT INCOME

          The market value of the underlying mutual funds is based on the
          closing net asset value per share at December 31, 1995. 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.

      (e) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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


<PAGE>   5
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.


<PAGE>   6
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
                 underlying mutual funds.)

              -  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.


<PAGE>   7
                                                                      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, 1995, 1994 AND 1993
            (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL)


<TABLE>
<CAPTION>
                                                        DOMESTIC
                                            COMMON      STRATEGIC    EMERGING
                                             STOCK       INCOME       GROWTH     GLOBAL EQUITY
                                          SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------  -----------  -----------   -----------

<S>                                       <C>           <C>          <C>           <C>
1995
  Beginning unit value - Jan. 1           $16.580891    14.336077    10.000000     10.000000
  --------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains    3.004553     1.359225      .000000       .000000
  --------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    3.100329     1.690878     1.707069       .309271
  --------------------------------------------------------------------------------------------
  Asset charges                             (.186914)    (.150992)    (.051461)     (.047188)
  --------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $22.498859    17.235188    11.655608     10.262083
  --------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                        36%          20%         17%(b)        3%(b)
  ============================================================================================

1994
  Beginning unit value - Jan. 1           $17.325425    15.127964        **           **
  --------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains    1.976086     1.490981
  --------------------------------------------------------------------------------------------
  Unrealized gain (loss)                   (2.559308)   (2.144766)
  --------------------------------------------------------------------------------------------
  Asset charges                             (.161312)    (.138102)
  --------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $16.580891    14.336077
  --------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                       (4)%          (5)%
  ============================================================================================

1993
  Beginning unit value - Jan. 1           $16.049449    13.129409        **           **
  --------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains     .988860     1.177277
  --------------------------------------------------------------------------------------------
  Unrealized gain (loss)                     .443906      .958277
  --------------------------------------------------------------------------------------------
  Asset charges                             (.156790)    (.136999)
  --------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $17.325425    15.127964
  --------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                        8%           15%
  ============================================================================================


<CAPTION>

                                                          MONEY      MULTIPLE     REAL ESTATE
                                          GOVERNMENT      MARKET     STRATEGY     SECURITIES
                                          SUB-ACCOUNT  SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT
                                          -----------  -----------  -----------   -----------

<S>                                       <C>           <C>         <C>           <C>
1995
  Beginning unit value - Jan. 1           16.344365     15.022875   16.538427     10.000000
  -------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains   1.217414       .817690    2.418600       .092106
  -------------------------------------------------------------------------------------------
  Unrealized gain (loss)                   1.576618       .000000    2.744315       .740132
  -------------------------------------------------------------------------------------------
  Asset charges                            (.170007)     (.145472)   (.181433)     (.047958)
  -------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             18.968390     15.695093   21.519909     10.784280
  -------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                       16%           4%           30%         8%(b)
  ===========================================================================================

1994
  Beginning unit value - Jan. 1           17.301801     14.623465   17.329774        **
  -------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains   1.062855       .539516    1.995739
  -------------------------------------------------------------------------------------------
  Unrealized gain (loss)                  (1.862740)      .000000   (2.627910)
  -------------------------------------------------------------------------------------------
  Asset charges                            (.157551)     (.140106)   (.159176)
  -------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             16.344365     15.022875   16.538427
  -------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                       (6)%           3%         (5)%
  ===========================================================================================

1993
  Beginning unit value - Jan. 1           16.194306     14.379569   16.243698        **
  -------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains   1.044833       .381680    1.376516
  -------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    .225301       .000000    (.130378)
  -------------------------------------------------------------------------------------------
  Asset charges                            (.162639)     (.137784)   (.160062)
  -------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             17.301801     14.623465   17.329774
  -------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                        7%            2%          7%
  ===========================================================================================
</TABLE>


  * An annualized rate of return cannot be determined as:
   (a) Asset charges do not include the policy charges discussed in note 2; and
   (b) This investment option was not utilized for the entire year indicated.
** This investment option was not available or was not utilized.


<PAGE>   8
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, 1995, 1994 AND 1993
            (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL)


<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>
1995**
  Beginning unit value - Jan. 1               $15.720497    14.272889    12.480782    11.189053    14.311997
  -----------------------------------------------------------------------------------------------------------
  Reinvested dividends and capital gains        2.839638     1.348751      .928076      .607952     2.086061
  -----------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                        2.939071     1.683177     1.202259      .000000     2.374431
  -----------------------------------------------------------------------------------------------------------
  Asset charges                                 (.242074)    (.205351)    (.177635)    (.148011)    (.214467)
  -----------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 $21.257132    17.099466    14.433482    11.648994    18.558022
  -----------------------------------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*                               35%           20%         16%           4%           30%
  ===========================================================================================================

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%
  ===========================================================================================================
</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.


<PAGE>   9
SCHEDULE I, CONTINUED

                         NATIONWIDE VLI SEPARATE ACCOUNT

            MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

            (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL)

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

<S>                                                    <C>                       <C>      
1995**
   Beginning unit value - Jan. 1                       $13.346462                12.765144
   ---------------------------------------------------------------------------------------
   Reinvested dividends and capital gains                2.421740                 1.869449
   ---------------------------------------------------------------------------------------
   Unrealized gain (loss)                                2.495698                 2.118344
   ---------------------------------------------------------------------------------------
   Asset charges                                         (.126800)                (.118019)
   ---------------------------------------------------------------------------------------
   Ending unit value - Dec. 31                         $18.137100                16.634918
   ---------------------------------------------------------------------------------------
   Percentage increase (decrease)
      in unit value*                                       36%                       30%
   =======================================================================================

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%
   =======================================================================================
</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 note 6.



<PAGE>   50

<PAGE>   1


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


The Board of Directors
Nationwide Life Insurance Company:

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

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

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

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

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

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


                                                   KPMG Peat Marwick LLP


Columbus, Ohio
February 26, 1996



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

                          Consolidated Balance Sheets
                           December 31, 1995 and 1994

                                (000's omitted)

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

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

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

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

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

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


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

<PAGE>   3

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

                       Consolidated Statements of Income

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

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

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

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

Federal income tax expense (note 7):

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

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

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

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


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


<PAGE>   4

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

                Consolidated Statements of Shareholder's Equity

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

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

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

1994:

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

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


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

<PAGE>   5

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

                     Consolidated Statements of Cash Flows

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

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

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

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

Cash flows from investing activities:

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

Cash flows from financing activities:

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

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

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


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


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

                       December 31, 1995, 1994 and 1993

                               (000's omitted)


(1)   ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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



<PAGE>   7

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

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

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

(a) CONSOLIDATION POLICY

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

(b) VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES

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

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

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

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

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


<PAGE>   8

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

(c) REVENUES AND BENEFITS

    TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
    products include those products with fixed and guaranteed premiums and
    benefits and consist primarily of whole life, limited-payment life, term
    life and certain annuities with life contingencies. Premiums for
    traditional life insurance products are recognized as revenue when due.
    Benefits and expenses are associated with earned premiums so as to result
    in recognition of profits over the life of the contract. This association
    is accomplished by the provision for future policy benefits and the
    deferral and amortization of policy acquisition costs.

    UNIVERSAL LIFE AND INVESTMENT PRODUCTS: Universal life products include
    universal life, variable universal life and other interest-sensitive life
    insurance policies. Investment products consist primarily of individual and
    group deferred annuities, annuities without life contingencies and
    guaranteed investment contracts. Revenues for universal life and investment
    products consist of asset fees, cost of insurance, policy administration
    and surrender charges that have been earned and assessed against policy
    account balances during the period. Policy benefits and claims that are
    charged to expense include benefits and claims incurred in the period in
    excess of related policy account balances and interest credited to policy
    account balances.

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

(d) DEFERRED POLICY ACQUISITION COSTS

    The costs of acquiring new business, principally commissions, certain
    expenses of the policy issue and underwriting department and certain
    variable agency expenses have been deferred. For traditional life and
    individual health insurance products, these deferred policy acquisition
    costs are predominantly being amortized with interest over the premium
    paying period of the related policies in proportion to the ratio of actual
    annual premium revenue to the anticipated total premium revenue. Such
    anticipated premium revenue was estimated using the same assumptions as
    were used for computing liabilities for future policy benefits. For
    universal life and investment products, deferred policy acquisition costs
    are being amortized with interest over the lives of the policies in
    relation to the present value of estimated future gross profits from
    projected interest margins, asset fees, cost of insurance, policy
    administration and surrender charges. For years in which gross profits are
    negative, deferred policy acquisition costs are amortized based on the
    present value of gross revenues. Deferred policy acquisition costs are
    adjusted to reflect the impact of unrealized gains and losses on fixed
    maturity securities available-for-sale as described in note 2(b).

(e) SEPARATE ACCOUNTS

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

(f) FUTURE POLICY BENEFITS

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

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


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

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

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

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

(h) FEDERAL INCOME TAX

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

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

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

(i) REINSURANCE CEDED

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

(j) CASH EQUIVALENTS

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


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

         (k) RECLASSIFICATION

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

(3)      CHANGES IN ACCOUNTING PRINCIPLES

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

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

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

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

(4)      BASIS OF PRESENTATION

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

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


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

             Notes to Consolidated Financial Statements, Continued

(5)      INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                 1995             1994            1993
                                                            -------------     ------------    ------------     
<S>                                                           <C>             <C>             <C>
   Gross investment income:
    Securities available-for-sale:
     Fixed maturities                                         $  772,589         674,346              --
     Equity securities                                             1,436             550           7,230
    Fixed maturities held-to-maturity                            232,692         193,009         800,255
    Mortgage loans on real estate                                410,965         376,783         364,810
    Real estate                                                   39,222          40,280          39,684
    Short-term investments                                        12,249           6,990           5,080
    Other                                                         61,701          42,831          33,832
                                                              ----------      ----------      ----------
          Total investment income                              1,530,854       1,334,789       1,250,891
   Less investment expenses                                       47,874          45,288          46,465
                                                              ----------      ----------      ----------
          Net investment income                               $1,482,980       1,289,501       1,204,426
                                                              ==========      ==========      ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 1995             1994           1993      
                                                           ---------------   -------------  --------------
<S>                                                           <C>               <C>              <C>
    Securities available-for-sale:     
     Fixed maturities                                         $  6,792            (7,120)              --
     Equity securities                                           3,435             1,427          129,728
    Fixed maturities                                                --                --           20,225
    Mortgage loans on real estate                               (7,312)          (20,462)         (28,241)
    Real estate and other                                       (2,079)            9,771           (8,039)
                                                              --------          --------         --------
                                                              $    836           (16,384)         113,673
                                                              ========          ========         ========
</TABLE>


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

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

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

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

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

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

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

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


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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


(6) FUTURE POLICY BENEFITS AND CLAIMS

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

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

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

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


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

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



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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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


(7) FEDERAL INCOME TAX

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

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


 

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

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

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

</TABLE>


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

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

(8)  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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



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

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

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

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

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

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


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

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

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

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

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

<PAGE>   18

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

             Notes to Consolidated Financial Statements, Continued

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

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

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


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

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

    Commitments to fund fixed rate mortgage loans on real estate are agreements
    to lend to a borrower, and are subject to conditions established in the
    contract.   Commitments generally have fixed expiration dates or other
    termination clauses and may require payment of a deposit. Commitments
    extended by the Company are based on management's case-by-case credit
    evaluation of the borrower and the borrower's loan collateral. The
    underlying mortgage property represents the collateral if the commitment is
    funded. The Company's policy for new mortgage loans on real estate is to
    lend no more than 80% of collateral value. Should the commitment be funded,
    the Company's exposure to credit loss in the event of nonperformance by the
    borrower is represented by the contractual amounts of these commitments less
    the net realizable value of the collateral. The contractual amounts also
    represent the cash requirements for all unfunded commitments. Commitments on
    mortgage loans on real estate of $361,974 extending into 1996 were
    outstanding as of December 31, 1995.

    SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
    commercial  mortgage loans on real estate to customers throughout the United
    States. The Company has a diversified portfolio with no more than 20% (22%
    in 1994) in any geographic area and no more than 2% (2% in 1994) with any
    one borrower.


<PAGE>   19

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

             Notes to Consolidated Financial Statements, Continued

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

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


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


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

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

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


<PAGE>   20

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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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

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

<TABLE>
<CAPTION>

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

<PAGE>   21

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

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

     Effective January 1, 1993, the Company adopted the provisions of STATEMENT
     OF FINANCIAL ACCOUNTING STANDARDS NO. 106 - EMPLOYERS' ACCOUNTING FOR 
     POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SFAS 106), which requires the
     accrual method of accounting for postretirement life and health care 
     insurance benefits based on actuarially determined costs to be recognized 
     over the period from the date of hire to the full eligibility date of 
     employees who are expected to qualify for such benefits.            
                                                                      
     The Company elected to immediately recognize its estimated accumulated
     postretirement benefit obligation as of January 1, 1993. Accordingly, a 
     noncash charge of $32,275 ($20,979 net of related income tax benefit) was
     recorded in the 1993 consolidated statement of income as a cumulative 
     effect of a change in accounting principle. See note 3. The adoption of    
     SFAS 106, including the cumulative effect of the change in accounting
     principle, increased the expense for postretirement benefits by $35,277 
     to $36,544 in 1993. Certain affiliated companies elected to amortize their
     initial transition obligation over periods ranging from 10 to 20 years.    
                                                                      
     The Company's accrued postretirement benefit expense as of 
     December 31, 1995 and 1994 was $51,490 and $36,001, respectively, and the
     net periodic postretirement benefit cost (NPPBC) for 1995 and 1994 was 
     $8,269 and $4,627, respectively.                                           
                                                                                
     The amount of NPPBC for the plan as a whole for the years ended 
     December 31, 1995, 1994 and 1993 was as follows:                     
                                                                      
     <TABLE>                                                          
     <CAPTION>                                                          
                                                                                   1995            1994          1993            
                                                                                 --------        --------      --------  
     <S>                                                                         <C>             <C>           <C>       
     Service cost - benefits attributed to employee service during the year      $  6,235           8,586         7,090  
     Interest cost on accumulated postretirement benefit obligation                14,151          14,011        13,928  
     Actual return on plan assets                                                  (2,657)         (1,622)         --    
     Amortization of unrecognized transition obligation of affiliates               2,966             568           568  
     Net amortization and deferral                                                 (1,619)          1,622          --    
                                                                                 --------        --------      --------  
                                                                                 $ 19,076          23,165        21,586  
                                                                                 ========        ========      ========  
     </TABLE>                                                                  


<PAGE>   22

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

             Notes to Consolidated Financial Statements, Continued

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

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

             Notes to Consolidated Financial Statements, Continued

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

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

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


<PAGE>   24

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

             Notes to Consolidated Financial Statements, Continued

      The Company shares home office, other facilities, equipment and common
      management and administrative services with affiliates.
        
      The Company participates in intercompany repurchase agreements with
      affiliates whereby the seller will transfer securities to the buyer at a
      stated value. Upon demand or a stated period, the securities will be
      repurchased by the seller at the original sales price plus a price
      differential. Transactions under the agreements during 1995 and
      1994 were not material. 

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

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

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

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

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

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

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

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

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

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

             Notes to Consolidated Financial Statements, Continued

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

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

</TABLE>


<PAGE>   51
                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

   
This Post-Effective Amendment No. 7 to Form S-6 Registration Statement
comprises the following papers and documents:
    

The facing sheet.

Cross-reference to items required by Form N-8B-2.
   
The prospectus consisting of 79 pages.
    
Representations and Undertakings.

Accountants' Consent.

The Signatures.

The following exhibits required by Forms N-8B-2 and S-6:

   
<TABLE>
<S>                                                    <C>
1.   Power of Attorney dated April 4, 1996
    

2.   Resolution of the Depositor's Board of            Included with the Registration Statement on Form N-8B-2 
     Directors authorizing the establishment           for the Nationwide VLI Separate Account (File No. 811-4399),  
     of the Registrant, adopted                        and hereby incorporated  herein by reference.

3.   Distribution Contracts                            Included with the Registration Statement on Form N-8B-2 
                                                       for the Nationwide VLI Separate Account (File No. 811-4399), 
                                                       and hereby incorporated herein by reference.

4.   Form of Security                                  Included with Pre-Effective Amendment No. 1 and hereby 
                                                       incorporated herein by reference.

5.   Articles of Incorporation of Depositor            Included with the Registration Statement on Form N-8B-2 
                                                       for the Nationwide VLI Separate Account (File No. 811-4399), 
                                                       and hereby incorporated herein by reference.

6.   Application form of Security                      Included with Pre-Effective Amendment No. 1 and hereby 
                                                       incorporated herein by reference.

7.   Opinion of Counsel                                Included with Pre-Effective Amendment No. 1 and hereby 
                                                       incorporated herein by reference.
</TABLE>


                                       80
<PAGE>   52
REPRESENTATIONS AND UNDERTAKINGS

The Registrant and the Company hereby make the following representations and
undertakings:

(a)  This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the
Investment Company Act of 1940 (the "Act").  The Registrant and the Company
elect to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the Act with respect to
the Policies described in the prospectus.  The Policies have been designed in
such a way as to qualify for the exemptive relief from various provisions of
the Act afforded by Rule 6e-3(T).

(b)  Paragraph (b) (13) (iii) (F) of Rule 6e-3(T) is being relied on for the
deduction of the mortality and expense risk charges ("risk charges") assumed by
the Company under the Policies.  The Company represents that the risk charges
are within the range of industry practice for comparable policies and
reasonable in relation to all of the risks assumed by the issuer under the
Policies.  Actuarial memoranda demonstrating the reasonableness of these
charges are maintained by the Company, and will be made available to the
Securities and Exchange Commission (the "Commission") on request.

(c)  The Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the contractholders and will keep and make available to
the Commission on request a memorandum setting forth the basis for this
representation.

   
(d)  The Company represents that the separate account will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of the Company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
    

(e)  Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and reports
as may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.


                                       81
<PAGE>   53
                             ACCOUNTANTS' CONSENT

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


We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the prospectus.


                                        KPMG Peat Marwick LLP


Columbus, Ohio
April 26, 1996
    

                                       82
<PAGE>   54
                             SIGNATURES
   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant,
NATIONWIDE VLI SEPARATE ACCOUNT, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 7 and has duly caused this Post-Effective Amendment No. 7 to be signed on
its behalf by the undersigned thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of Columbus, and State of Ohio,
on this 26th day of April, 1996.
    

                                           NATIONWIDE VLI SEPARATE ACCOUNT
                                         ------------------------------------
                                                   (Registrant)

(Seal)                                    NATIONWIDE LIFE INSURANCE COMPANY
Attest:                                  -------------------------------------
                                                         (Sponsor)

W. SIDNEY DRUEN                          By:         JOSEPH P. RATH
- ----------------------------                ----------------------------------
W. Sidney Druen                                    Joseph P. Rath
Assistant Secretary                         Vice President and Associate
                                                   General Counsel

   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 7 has been signed below by the following persons in the
capacities indicated on the 26th day of April, 1996.
    

<TABLE>
<CAPTION>
        SIGNATURE                   TITLE
<S>                              <C>                                                         <C>

LEWIS J. ALPHIN                              Director
- ------------------------------
Lewis J. Alphin

   
KEITH W. ECKEL                                Director
- ------------------------------
Keith W. Eckel
    

WILLARD J. ENGEL                              Director
- ------------------------------
Willard J. Engel

FRED C. FINNEY                                Director
- ------------------------------
Fred C. Finney

CHARLES L. FUELLGRAF, JR.                     Director
- ------------------------------
Charles L. Fuellgraf, Jr.

   
JOSEPH J. GASPER                            President/Chief
- ------------------------------        Operating Office and Director
Joseph J. Gasper                    
    

HENRY S. HOLLOWAY                         Chairman of the Board
- ------------------------------                  and Director
Henry S. Holloway                             

   
D. RICHARD McFERSON                Chairman and Chief Executive Officer-
- ------------------------------    Nationwide Insurance Enterprise and Director
D. Richard McFerson                
    

DAVID O. MILLER                               Director
- ------------------------------
David O. Miller

C. RAY NOECKER                                 Director
- ------------------------------
C. Ray Noecker

ROBERT A. OAKLEY                        Executive Vice President-
- ------------------------------           Chief Financial Officer
Robert A. Oakley                 
                                                                                            
JAMES F. PATTERSON                             Director                                         By /s/ JOSEPH P. RATH
- ------------------------------                                                               ---------------------------
James F. Patterson                                                                                  Joseph P. Rath
                                                                                                   Attorney-in-Fact 
ARDEN L. SHISLER                               Director                                                           
- ------------------------------
Arden L. Shisler

ROBERT L. STEWART                              Director
- ------------------------------
Robert L. Stewart

NANCY C. THOMAS                                Director
- ------------------------------
Nancy C. Thomas

HAROLD W. WEIHL                                Director
- ------------------------------
Harold W. Weihl
</TABLE>



<PAGE>   1
                              POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, an Ohio
corporation, which has filed or will file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1993, as amended,
various Registration Statements and amendments thereto for the registration
under said Act of Individual Deferred Variable Annuity Contracts in connection
with the MFS Variable Account, Nationwide Variable Account, Nationwide Variable
Account-II, Nationwide Variable Account-3, Nationwide Variable Account-4, 
Nationwide Variable Account-5, Nationwide Variable Account-6, Nationwide 
Fidelity Advisor Variable Account, Nationwide Multi-Flex Variable Account and 
Nationwide Variable Account-8; and the registration of fixed interest rate
options subject to a market value adjustment offered under some or all of the
aforementioned individual Variable Annuity Contracts in connection with the
Nationwide Multiple Maturity Separate Account, and the registration of Group
Flexible fund Retirement Contracts in connection with the Nationwide DC
Variable Account, Nationwide DCVA III, and the NACo Variable Account; and the
registration of Group Common Stock Variable Annuity Contracts in connection
with Separate Account No. 1; and the registration of variable life insurance
policies in connection with the Nationwide VLI Separate Account, Nationwide 
VLI Separate Account-2, Nationwide VLI Separate Account-3 of Nationwide Life
Insurance Company, hereby constitutes and appoints D. Richard McFerson, Joseph
J. Gasper, Gordon E. McCutchan, W. Sidney Druen, and Joseph P. Rath, and each
of them with power to act without the others, his/her attorney, with full power
of substitution and resubstitution, for and in his/her name, place and stead,
in any and all capacities, to approve, and sign such Registration Statements
and any and all amendments thereto, with power to affix the corporate seal of
said corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof.  This instrument
may be executed in one or more counterparts.

        IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 4th day of April, 1996.

/s/ Lewis J. Alphin                    /s/ David O. Miller                  
- -------------------------------------  -------------------------------------
Lewis J. Alphin, Director              David O. Miller, Director            
                                                                            
/s/ Keith W. Eckel                     /s/ C. Ray Noecker                   
- -------------------------------------  -------------------------------------
Keith W. Eckel, Director               C. Ray Noecker, Director             
                                                                            
/s/ Willard P. Engel                   /s/ Robert A. Oakley                 
- -------------------------------------  -------------------------------------
Willard P. Engel, Director             Robert A. Oakley, Executive Vice     
                                       President and Chief Financial Officer
/s/ Fred C. Finney                                                          
- -------------------------------------  /s/ James F. Patterson                
Fred C. Finney, Director               -------------------------------------
                                       James F. Patterson, Director          
/s/ Charles L. Fuellgraf                                                    
- -------------------------------------  /s/ Arden L. Shisler                 
Charles L. Fuellgraf, Director         -------------------------------------
                                       Arden L. Shisler, Director           
/s/ Joseph J. Gasper                                                        
- -------------------------------------  /s/ Robert L. Stewart                
Joseph J. Gasper, President and Chief  -------------------------------------
Operating Officer and Director         Robert L. Stewart, Director          
                                                                            
/s/ Henry S. Holloway                  /s/ Nancy C. Thomas                 
- -------------------------------------  -------------------------------------
Henry S. Holloway, Chairman of the     Nancy C. Thomas, Director            
Board, Director                                                             
                                       /s/ Harold W. Weihl                  
/s/ D. Richard McFerson                -------------------------------------
- -------------------------------------  Harold W. Weihl, Director            
D. Richard McFerson, Chairman and
Chief Executive Officer-Nationwide
Insurance Enterprise and Director




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