NATIONWIDE VLI SEPARATE ACCOUNT
485BPOS, 1996-04-26
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<PAGE>   1

                                                       Registration No. 33-44290

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


   

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


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


                        NATIONWIDE VLI SEPARATE ACCOUNT
                             (EXACT NAME OF TRUST)


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


                       NATIONWIDE LIFE INSURANCE COMPANY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43216
              (EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)

                              GORDON E. MCCUTCHAN
                                   SECRETARY
                              ONE NATIONWIDE PLAZA
                             COLUMBUS, OHIO  43216
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)


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

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

   
[ ]  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 amendment

   
The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940.  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 88


<PAGE>   2
<TABLE>
<CAPTION>
                                CROSS REFERENCE TO ITEMS REQUIRED
                                         BY FORM N-8B-2

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
45  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
</TABLE>

<PAGE>   3
<TABLE>
<CAPTION>
N-8B-2 ITEM                                                                    CAPTION IN PROSPECTUS
- -----------                                                                    ---------------------
<S>                                                                          <C>
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
                                P.O. Box 182150
                           Columbus, Ohio  43218-2150
                       (800) 547-7548, TDD (800) 238-3035
          FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                  ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                 THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT

The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies").  The Policies
are designed to provide life insurance coverage and the flexibility to vary the
amount and frequency of premium payments.  The Policies may also provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
Nationwide Life Insurance Company guarantees to keep the Policy in force during
the first three years so long as the Minimum Premium requirement has been met.
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" under Section 7702 of the Internal Revenue Code (the "Code").  

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. Nationwide Life
Insurance Company guarantees to keep the Policy in force during the first three
years so long as the Minimum Premium requirement has been met.  

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.  

BREAK POINT PREMIUM- The level annual premium at which the sales load is reduced
on a current basis.  

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 5%.  

   
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 of premiums that must be paid during the first
three Policy Years to guarantee the Policy remains in force.  

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

MUTUAL FUNDS- The underlying mutual funds which correspond to the sub-accounts
of the Variable Account.  
   
NET 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 dividing the results 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.

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

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

   
VALUATION DATE- Each day the New York Stock Exchange and the Company's Home
Office 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

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.......................................................  9
      Investments of the Variable Account..................................  9
                                                                              
      Van Kampen American Capital Life Investment Trust....................  9
                                                                              
      Reinvestment......................................................... 11
      Transfers............................................................ 11
      Dollar Cost Averaging................................................ 11
      Substitution of Securities........................................... 11
      Voting Rights........................................................ 12
INFORMATION ABOUT THE POLICIES............................................. 12
      Underwriting and Issuance............................................ 12
      -Minimum Requirements for Issuance of a Policy....................... 12
      -Premium Payments.................................................... 12
      Allocation of Cash Value............................................. 13
      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........................................... 15
      -Monthly Cost of Insurance........................................... 15
      -Monthly Administrative Charge....................................... 15
      -Increase Charge..................................................... 15
      Deductions from the Sub-Accounts..................................... 16
HOW THE CASH VALUE VARIES.................................................. 16
      How the Investment Experience is Determined.......................... 16
      Net Investment Factor................................................ 16
      Valuation of Assets.................................................. 17
      Determining the Cash Value........................................... 17
      Valuation Periods and Valuation Dates................................ 17
SURRENDERING THE POLICY FOR CASH........................................... 17
      Right to Surrender................................................... 17
      Cash Surrender Value................................................. 17
      Partial Surrenders................................................... 17
      Maturity Proceeds.................................................... 18
      Income Tax Withholding............................................... 18
POLICY LOANS............................................................... 18
      Taking a Policy Loan................................................. 18
                                                                              
      Effect on Investment Performance..................................... 19
                                                                              
      Interest............................................................. 19
      Effect on Death Benefit and Cash Value............................... 19
      Repayment............................................................ 19
HOW THE DEATH BENEFIT VARIES............................................... 19
                                                                              
      Calculation of the Death Benefit..................................... 20
                                                                              
      Proceeds Payable on Death............................................ 20
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY............................... 20
                                                                              
CHANGES OF INVESTMENT POLICY............................................... 21
                                                                              
GRACE PERIOD............................................................... 21
      -First Three Policy Years............................................ 21
      -Policy Years Four and After......................................... 21
      -All Policy Years.................................................... 21


                                   4  


<PAGE>   8
REINSTATEMENT............................................................. 21
THE FIXED ACCOUNT OPTION.................................................. 22
CHANGES IN EXISTING INSURANCE COVERAGE.................................... 22
      Specified Amount Increases.......................................... 22
      Specified Amount Decreases.......................................... 22
                                                                             
      Changes in the Death Benefit Option................................. 23
                                                                             
OTHER POLICY PROVISIONS................................................... 23
      Policy Owner........................................................ 23
      Beneficiary......................................................... 23
      Assignment.......................................................... 23
      Incontestability.................................................... 23
                                                                             
      Error in Age or Sex................................................. 24
                                                                             
      Suicide............................................................. 24
      Nonparticipating Policies........................................... 24
LEGAL CONSIDERATIONS...................................................... 24
DISTRIBUTION OF THE POLICIES.............................................. 24
CUSTODIAN OF ASSETS....................................................... 24
TAX MATTERS............................................................... 24
      Policy Proceeds..................................................... 24
      Taxation of the Company............................................. 25
      Other Considerations................................................ 25
                                                                             
THE COMPANY............................................................... 26
                                                                             
COMPANY MANAGEMENT........................................................ 26
      Directors of the Company............................................ 26
      Executive Officers of the Company................................... 27
                                                                             
OTHER CONTRACTS ISSUED BY THE COMPANY..................................... 28
STATE REGULATION.......................................................... 28
                                                                             
REPORTS TO POLICY OWNERS.................................................. 28
LEGAL PROCEEDINGS......................................................... 28
ADVERTISING............................................................... 28
EXPERTS................................................................... 28
REGISTRATION STATEMENT.................................................... 28
LEGAL OPINIONS............................................................ 28
APPENDIX 1................................................................ 29
APPENDIX 2................................................................ 31
FINANCIAL STATEMENTS ..................................................... 48

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





                                   5  


<PAGE>   9
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY.  NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                           SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

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

   
However, the Policies differ from fixed-benefit whole life insurance in several
respects.  Unlike fixed-benefit whole life insurance, the death benefit and
Cash Value of the Policies may increase or decrease to reflect the investment
performance of the Variable Account sub-accounts or the Fixed Account to which
Cash Values are allocated (see "How the Death Benefit Varies").  There is no
guaranteed Cash Surrender Value (see "How the Cash Value Varies").  If the Cash
Surrender Value is insufficient to pay the Policy Charges, the Policy will
lapse without value.  Nationwide Life Insurance Company guarantees to keep the
Policy in force during the first three years so long as certain requirements
are met (see "Underwriting and Issuance").  

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"). When the Policy is
issued, the Policy's Net Premiums not allocated to the Fixed Account will be
placed in the Van Kampen American Capital Life Investment Trust Money Market
Fund 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(s).  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.  On a current basis, the sales load is
reduced to 1.5% on any portion of the annual premium paid in excess of the
annual Break Point Premium.  The total sales load actually deducted from any
Policy will be equal to the sum of this front-end 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 

        3.    an administrative expense charge.  This charge is $25 per month
              in the first year and $5 per month in renewal years.  The
              charge in renewal years may be increased at the sole discretion
              of the Company but may not exceed $7.50 per month; plus

                                   6  

<PAGE>   10
   
        4.    an increase charge per $1000 applied to any increase in the 
              Specified Amount.  The increase charge is $2.04 per year per
              $1000 and is shown on the Policy data page.  This charge is
              designed to cover the costs associated with increasing the
              Specified Amount (see "Policy Charges").  This charge will be
              deducted on each Monthly Anniversary Day for the first 12 months
              after the increase becomes effective.  
    

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
equivalent to an annual effective rate of 0.80% of the daily net assets of the
Variable Account.  On each Policy Anniversary beginning with the 10th, the
mortality and expense risk charge is reduced to 0.50% on an annual basis of the
daily net assets of the Variable Account, provided the Cash Surrender Value is
$25,000 or more on such anniversary.  

   
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 maximum
initial Surrender Charge varies by issue age, sex, Specified Amount and
underwriting classification and is calculated based on the initial Specified
Amount.  The following table illustrates the maximum 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).
    

<TABLE>
<CAPTION>
                             Initial Specified Amount $50,000-$99,999
Issue Age              Male                 Female                 Male                 Female
   Age              Non-Tobacco           Non-Tobacco            Standard              Standard
   ---              -----------           -----------            --------              --------
    <S>               <C>                   <C>                   <C>                    <C>
    25                $7.776                $7.521                $8.369                 $7.818
    35                 8.817                 8.398                 9.811                  8.891
    45                12.191                11.396                13.887                 12.169
    55                15.636                14.011                18.415                 15.116
    65                22.295                19.086                26.577                 20.641

</TABLE>

<TABLE>
<CAPTION>
                           Initial Specified Amount $100,000+ 
Issue Age                Male                 Female                 Male                Female              
   Age                Non-Tobacco           Non-Tobacco            Standard             Standard
   ---                -----------           -----------            --------           -----------         
    <S>              <C>                   <C>                   <C>                    <C> 
    25                  $5.776                $5.521                $6.369                 $5.818
    35                   6.817                 6.398                 7.811                  6.891
    45                   9.691                 8.896                11.387                  9.669
    55                  13.136                11.511                15.915                 12.616
    65                  21.295                18.086                25.577                 19.641
</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 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

   
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%
    
                                   7  

<PAGE>   11
   
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%

The Mutual Fund expenses shown above are assessed at the underlying Mutual Fund
level and are not direct charges against the Variable Account or reductions in
Cash Value.  These underlying Mutual Fund expenses are taken into consideration
in computing each underlying Mutual Fund's net asset value, which is the share
price used to calculate the Variable Account's unit value.  The management fees
and other expenses, 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.  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 equal to three
minimum monthly premiums.  A Policy may be issued to an Insured up to age 80. 

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

The Initial Premium is due on the Policy Date.  It will be credited on the
Policy 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
three Policy Years, the total premium payments less any Policy Indebtedness,
less any partial surrenders, and less any partial surrender fee must be greater
than or equal to the Minimum Premium requirement in order to guarantee the
Policy remain 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. 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.  Where permitted by state
law, 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 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.
    

                                   8  

<PAGE>   12
   
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.

    
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 Van Kampen
American Capital Life Investment Trust Money Market Fund sub-account.  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 and as set forth
in this prospectus (see "Transfers", "Allocation of Cash Value" and "Short-Term
Right to Cancel Policy").  Additional Premium Payments, upon acceptance, will be
allocated to the Van Kampen American Capital Life Investment Trust Money Market
Fund unless the Policy Owner specifies otherwise (see "Premium Payments").  
    

These underlying Mutual Funds 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 Fund
options, their investment policies and restrictions, risks and charges are
contained in the prospectuses of the respective underlying Mutual Fund options.

   
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
option below.  More detailed information may be found in the current prospectus
for each underlying Mutual Fund.  A prospectus for the underlying Mutual Fund
options 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

                                   9  

<PAGE>   13
   
fund 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.  

ENTERPRISE FUND (FORMERLY "COMMON STOCK FUND") 

The investment objective of this Fund is to seek capital appreciation by
investing securities believed by the Advisor to have above average 
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 a high 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.

                                   10  

<PAGE>   14
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 
   
After the first Policy Anniversary, the Policy Owner may annually transfer a
portion of the value of the Variable Account to the Fixed Account, without
penalty or adjustment.  The Policy Owner may request a transfer of up to 100% of
the Cash Value from the Variable Account to the Fixed Account.  The Company
reserves the right to restrict transfers to the Fixed Account to 25% of the Cash
Value.  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 Policy Owner may transfer a portion of the value of the Fixed Account to the
Variable Account once each Policy Year, without penalty or adjustment.  The
Policy Owner may request a transfer of up to 100% of the Cash Value in the Fixed
Account to the Variable sub-accounts.  The Company reserves the right to
restrict the amount of such transfers to 25% of the Cash Value in the Fixed
Account.

   
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 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 the Policy Owner. 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 Fund 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.
    

                                   11  

<PAGE>   15
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 option by the net
asset value of one share of that underlying Mutual Fund option.  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 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.  
    

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
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 adviser 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 adviser,
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 provide life insurance coverage and the flexibility
to vary the amount and frequency of premium payments.  At issue, the Policy
Owner selects the initial Specified Amount and premium.  The minimum Specified
Amount is $50,000 ($100,000 in Pennsylvania).  Policies may be issued to
Insureds with issue ages 80 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.  Upon payment of an initial premium, temporary insurance may be
provided, subject to maximum amount.  The effective date of permanent insurance
coverage is dependent upon completion of all underwriting requirements, payment
of the Initial Premium, and delivery of the Policy while the Insured is still
living.  

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
three Policy Years, the total premium payments less any Policy Indebtedness,
less any partial surrenders, and less any partial surrender fee must be greater
than or equal to the Minimum Premium requirement in order to guarantee the
Policy remains 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.

                                   12  


<PAGE>   16
   
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 (see "Tax Matters").
    

ALLOCATION OF CASH VALUE 

   
At the time a Policy is issued, its Cash Value will be based on the Van Kampen
American Capital Life Investment Trust 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 Van Kampen
American Capital Life Investment Trust Money Market Fund sub-account (for any
Net Premiums allocated to a sub-account on the application) or the Fixed Account
until the expiration of the period in which the Policy Owner may exercise his or
her short-term right to cancel the Policy. Net Premiums not designated for the
Fixed Account will be placed in the Van Kampen American Capital Life Investment
Trust 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 option 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").
    

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 load at
its discretion). On a current basis, the sales load is reduced to 1.5% on any
portion of the annual premium paid in excess of the annual Break Point Premium.
The total sales load actually deducted from any Policy will be equal to the sum
of this 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 maximum initial
Surrender Charge varies by issue age, sex, Specified Amount and underwriting
classification and is calculated based on the initial Specified Amount.  The
following table





                                   13  

<PAGE>   17
illustrates the maximum 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).
<TABLE>
<CAPTION>
                       Initial Specified Amount $50,000-$99,999

Issue              Male               Female                Male               Female
 Age            Non-Tobacco         Non-Tobacco           Standard            Standard
 ---            -----------         -----------           --------            --------
 <S>              <C>                 <C>                  <C>                 <C>   
 25               $7.776              $7.521               $8.369              $7.818
 35                8.817               8.398                9.811               8.891
 45               12.191              11.396               13.887              12.169
 55               15.636              14.011               18.415              15.116
 65               22.295              19.086               26.577              20.641
</TABLE>
<TABLE>
<CAPTION>
                        Initial Specified Amount $100,000+ 
Issue              Male               Female               Male               Female 
Age            Non-Tobacco         Non-Tobacco          Standard            Standard 
- ---            -----------         -----------          --------            -------- 
<S>              <C>                 <C>                 <C>                 <C>    
25               $5.776              $5.521              $6.369              $5.818 
35                6.817               6.398               7.811               6.891 
45                9.691               8.896               11.387              9.669 
55               13.136              11.511              15.915              12.616 
65               21.295              18.086              25.577              19.641 

</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>
                Charge per $1,000 of
              Initial Specified Amount

Issue        Specified Amounts      Specified Amounts
 Age        less than $100,000       $100,000 or more
 ---        ------------------       ----------------
<S>             <C>                     <C>  
 0-35           $6.00                   $4.00
36-55            7.50                    5.00 
56-80            7.50                    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 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.  In no event will this component exceed 26 1/2% of
the lesser of the Guideline Level Premium required in the first year or the
premiums actually paid in the first year.  The purpose of the sales surrender
charge component is to reimburse the Company for some of the expenses incurred
in the distribution of the Policies.  The Company also deducts 3.5% of each
premium for sales load (see "Deductions from Premiums").
    

- -Reductions to Surrender Charges

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

<TABLE>
<CAPTION>
                                                   Surrender Charge                           Surrender Charge
                                  Completed        as a % of Initial        Completed        as a % of Initial
                                Policy Years       Surrender Charges       Policy Years      Surrender Charges
                                ------------       -----------------       ------------      -----------------
                                      <S>                 <C>                   <C>                 <C>
                                      0                   100%                   5                   60%
                                      1                   100%                   6                   50%
                                      2                    90%                   7                   40%
                                      3                    80%                   8                   30%
                                      4                    70%                   9+                   0%
</TABLE>
   

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

                                   14  

<PAGE>   18
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; plus

   
        4.      the increase charge per $1000 applied to any increase in the 
                Specified Amount (see "Specified Amount Increases").  The       
                increase charge is $2.04 per year per $1000 and is shown on the
                Policy data page.  This charge is designed to cover the costs
                associated with increasing the Specified Amount (see "Policy
                Charges").  This charge will be deducted on each Monthly
                Anniversary Day for the first 12 months after the increase
                becomes effective.
    

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 Specified Amounts less
than $100,000 are based on the 1980 Commissioners Extended Term Mortality Table,
Age Last Birthday (1980 CET).  Guaranteed cost of insurance rates for Policies
issued on Specified Amounts $100,000 or more 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 on a standard basis ("Special Class - Standard" in
Texas), guaranteed cost of insurance rates for Specified Amounts less than
$100,000 are based on 130% of the 1980 Commissioners Standard Ordinary Mortality
Table, Age Last Birthday (1980 CSO).

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

- -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.  The
Company does not expect to recover from this charge any amount in excess of
aggregate maintenance expenses. Currently, this charge is $25 per month in the
first year, $5 per month in renewal years.  The Company may at its sole
discretion increase this charge.  However, the Company guarantees that this
charge will never exceed $7.50 per month in renewal years.  

- -Increase Charge

   
The Increase Charge is comprised of two components:  an underwriting and
administration charge as well as a sales charge (see "Specified Amount
Increases").  The underwriting and administration charge is $1.50 per year per
$1000.  This charge is to cover the cost of underwriting the increases and any
processing expenses.  Nationwide Life does not expect to profit from this
charge.  The sales charge is equal to .54 per year per $1000 and reimburses the
Company for expenses incurred in distribution.
    





                                   15  

<PAGE>   19
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 on a daily basis from the assets of the Variable Account a
charge to provide for mortality and expense risks.  This charge is equivalent to
an annual effective rate of 0.80% of the daily net assets of the Variable
Account.  On each Policy Anniversary beginning with the 10th, the mortality and
expense risk charge is reduced to 0.50% on an annual basis of the daily net
assets of the Variable Account, provided the Cash Surrender Value is $25,000 or
more on such anniversary.  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 Premium 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 option held 
               in the sub-account if the "ex-dividend" date occurs during the 
               current Valuation Period.
   
(b)      is the net of:

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

         (2)   the per share charge or credit, if any, for any  taxes reserved
               for in the immediately preceding Valuation Period.  
    
                                   16  

<PAGE>   20
(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.  On each Policy Anniversary beginning with the 10th, the
         mortality and expense risk charge is reduced to 0.50% on an annual
         basis of the daily net assets of the Variable Account, provided the
         Cash Surrender Value is $25,000 or more on such anniversary.  

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

The Net Investment Factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease.  It should be noted that
changes in the Net Investment Factor may not be directly proportional to changes
in the net asset value of underlying Mutual Fund shares, because of the
deduction for Mortality and Expense Risk Charge, 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 Policy Owner's
interest in the Variable Account and the Fixed Account bears to the total Cash
Value.  

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

VALUATION PERIODS AND VALUATION DATES 

   
A Valuation Period is the period commencing at the close of business on the New
York Stock Exchange and ending at the close of business for the next succeeding
Valuation Date.  A Valuation Date is each day that the New York Stock Exchange
and the Company's Home Office 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 one year, the Policy Owner may request a
partial surrender.  Partial surrenders will be permitted only if they satisfy
the following requirements: 

        1.    The minimum partial surrender is $500; 

        2.    The partial surrender may not reduce the Specified Amount to less
              than $50,000;
                                   17  

<PAGE>   21
        3.    After the partial surrender, the Cash Surrender Value is greater
              than $500 or an amount equal to three times the current monthly 
              deduction if higher;


        4.    The maximum total partial surrenders in any policy year are
              limited to 10% of the total premium payments.  On a current basis,
              this requirement is waived in years 15 and beyond provided
              the Cash Surrender Value is $10,000 or more after the withdrawal;
              and 

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

   
When a partial surrender is made, the Cash Value is reduced by the amount of the
partial surrender.  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 Account sub-accounts. Partial surrenders will be deducted from the 
Fixed Account only to the extent that insufficient values are available in the
Variable Account sub-accounts. The Company reserves the right to deduct a 
$25.00 fee from the partial surrender amount.  

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
Value less Surrender Charge less interest due on the next Policy Anniversary.
Maximum policy indebtedness, in Texas, is limited to 90% of the Cash Value in
the sub-accounts and 100% of the Cash Value in the Fixed Account less Surrender
Charge less interest due on the next Policy Anniversary.  The Company will not
grant a loan for an amount less than $200.  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").

A Policy Owner considering the use of policy loans in connection with his or
her retirement income plan should consult his or her personal tax adviser
regarding potential tax consequences that may arise if necessary payments are
not made to keep the Policy from lapsing.  The amount of such payments
necessary to prevent the Policy from lapsing would increase with age (see "Tax
Matters").
    

                                   18  

<PAGE>   22
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

   
On a current basis, policy loans are credited with an annual effective rate of
5.1% during policy years 2 through 14 and an annual effective rate of 6% during
the 15th and subsequent policy years.  The 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 its sole discretion.  The loan interest rate is 6% per year
for all Policy loans.  In the event that it is determined that such loans will
be treated, as a result of the differential between the interest crediting rate
and the loan interest rate, as taxable distributions under any applicable
ruling, regulation, or court decision, the Company retains the right to increase
the net cost (by decreasing the interest crediting rate) on all subsequent
policy loans to an amount that would result in the transaction being treated as
a loan under Federal tax law.  If this amount is not prescribed by such ruling,
regulation, or court decision, the amount will be that which the Company
considers to be more likely to result in the transaction being treated as a loan
under Federal tax law.
    

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

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 underlying Mutual Fund allocation factors
in effect at the time of the repayment.  Each repayment may not be less than
$50.  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 the Specified Amount.

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





                                   19  

<PAGE>   23
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.
    

<TABLE>
<CAPTION>
                                                    APPLICABLE PERCENTAGE OF CASH VALUE TABLE

                          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").
    

                                   20  

<PAGE>   24
                          CHANGES OF INVESTMENT POLICY

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

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 Three Policy Years

This Policy will not lapse during the first three 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, minus any partial surrenders, and minus any partial 
            surrender fee; and 

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

If (1) is less than (2) and the Cash Surrender Value is less than zero, 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 without value.  In any event the Policy will not lapse as long as there
is a positive Cash Surrender Value.

- -Policy Years Four and After

If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current Policy Charges, a Grace Period of 61 days from the Monthly
Anniversary Day will be allowed for the payment of sufficient premium to cover
the current Policy Charges due 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 an amount of premium equal to the sum of the Minimum Monthly
Premiums missed since the beginning of the Grace Period, if the Policy
terminated in the first three policy years;

4.    paying sufficient premium to cover all policy charges that were due and
unpaid during the Grace Period if the Policy terminated in the fourth or later
policy year;
    

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

6.    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
    





                                   21  

<PAGE>   25
date of reinstatement, but prior to applying any premiums or loan repayments
received, will be set equal to the lesser of:

        1.    the Cash Value at the end of the Grace Period; or

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

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

                            THE FIXED ACCOUNT OPTION

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

                                   22  

<PAGE>   26
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 $50,000; or

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

CHANGES IN THE DEATH BENEFIT OPTION

After the first 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.  Evidence of Insurability is not required for a
change from Option 2 to Option 1.  The Company reserves the right to require
evidence of insurability for a change from Option 1 to Option 2.  The effective
date of the change will be the Monthly Anniversary Day on or next following the
date the Company approves the request for change.  Only one change of option is
permitted per Policy Year.  A change in death benefit option will not be
permitted if it results in the total premiums paid exceeding the then current
maximum premium limitations prescribed by the Internal Revenue Service to
qualify the Policy as a life insurance contract.

                            OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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





                                   23  

<PAGE>   27
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 (1) will be multiplied by (2) and
then the result added to (3), where:

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

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

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

SUICIDE

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

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 plus any expense allowance payments paid by the
Company on the sale of these policies provided by the General Distributor will
not exceed 80% of the target Premium plus 4% of any excess premium payments.
Gross renewal commissions in years 2-10 paid by the Company will not exceed 4%
of actual premium payment, and will not exceed 1% in years 11+.

                              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

                                   24  

<PAGE>   28
received as an annuity and are taxable to the extent the cash value of the
policy exceeds, at the time of distribution, the premiums paid into the policy.
A 10% tax penalty generally  applies to the taxable portion of such
distributions unless the Policy Owner is over age 59 1/2 or disabled.

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

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

   
In addition to meeting the tests required under Section 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 funds, transfers between funds, exchanges of underlying
Mutual Funds or changes in investment objectives of underlying Mutual 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 or the maturity of the
Policy on its Maturity Date may have adverse tax consequences.  If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the
premiums paid into the Policy, the excess will generally be treated as taxable
income, regardless of whether or not the Policy is a modified endowment
contract.

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.





                                   25  

<PAGE>   29
                                 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.
    

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

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

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

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

                               COMPANY MANAGEMENT

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

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

<TABLE>
<CAPTION>
   
DIRECTORS OF THE COMPANY
                                Director
             Name                Since    Principal Occupation
             ----                -----    --------------------
 <S>                      <C>     <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)


</TABLE>

                                   26  

<PAGE>   30
<TABLE>
 <S>                              <C>     <C>
   
 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)
 . . . . . . . . . . . . . . . . . .
<FN>
 *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.
</TABLE>

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, Gasper, 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.
    

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE COMPANY
 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.
    
                                   27  

<PAGE>   31
                    OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

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

                            REPORTS TO POLICY OWNERS

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

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

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.
                               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.

                                  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.

                                    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.

                                   28  

<PAGE>   32
                                   APPENDIX 1

                                ILLUSTRATION OF
                               SURRENDER CHARGES

Example 1:  A female non-tobacco , age 45, purchases a Policy with a Specified
Amount of $50,000 and a Scheduled Premium of $750.  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 $569.80 ($11.396 x 50=569.80).

Example 2:  A male non-tobacco, age 35, purchases a Policy with a Specified
Amount of $100,000 and a Scheduled Premium of $1100.  He now wants to surrender
the Policy in the sixth Policy Year.  The total initial surrender charge is
calculated using the method illustrated above (surrender charge per 1000 6.817
x 100=681.70 maximum initial surrender charge).  Because the fifth Policy Year
has been completed, the maximum 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, $681.70 x 60%=$409.02.

Maximum Surrender Charge per $1,000 of initial Specified Amount for policies
which are issued on a standard basis.

<TABLE>
<CAPTION>
                                                    Initial Specified Amount $50,000-$99,999
                             ISSUE                MALE               FEMALE                MALE               FEMALE
                              AGE             NON-TOBACCO          NON-TOBACCO           STANDARD            STANDARD
                              <S>                <C>                 <C>                 <C>                  <C>   
                              25                 $7.776              $7.521              $8.369               $7.818
                              35                  8.817               8.398               9.811                8.891
                              45                 12.191              11.396              13.887               12.169
                              55                 15.636              14.011              18.415               15.116
                              65                 22.295              19.086              26.577               20.641
</TABLE>
<TABLE>
<CAPTION>
                                                       Initial Specified Amount $100,000+
                             ISSUE                MALE               FEMALE                MALE               FEMALE
                              AGE             NON-TOBACCO          NON-TOBACCO           STANDARD            STANDARD
                              <S>                <C>                 <C>                 <C>                  <C>   
                              25                 $5.776              $5.521              $6.369               $5.818
                              35                  6.817               6.398               7.811                6.891
                              45                  9.691               8.896              11.387                9.669
                              55                 13.136              11.511              15.915               12.616
                              65                 21.295              18.086              25.577               19.641
</TABLE>
<TABLE>
<CAPTION>
                                                        Reductions to Surrender Charges.

                                                 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                         60%
                                1                       100%                       6                         50%
                                2                        90%                       7                         40%
                                3                        80%                       8                         30%
                                4                        70%                       9+                         0%
</TABLE>





                                   29  

<PAGE>   33
The current Surrender Charges are the same for all states.  However, in
Pennsylvania the guaranteed maximum Surrender Charges are spread out over 14
years. The guaranteed maximum Surrender Charge in subsequent years in
Pennsylvania is reduced in the following manner:

<TABLE>
<CAPTION>
                                  SURRENDER CHARGE                      SURRENDER CHARGE                     SURRENDER CHARGE
                   COMPLETED      AS A % OF INITIAL      COMPLETED     AS A % OF INITIAL      COMPLETED      AS A % OF INITIAL
                  POLICY YEARS   SURRENDER CHARGES     POLICY YEARS    SURRENDER CHARGES     POLICY YEARS    SURRENDER CHARGES
                  ------------   -----------------     ------------    -----------------     ------------    -----------------
                       <S>                <C>                <C>             <C>                  <C>                <C>
                       0                  100%               5                60%                 10                  20%
                       1                  100%               6                50%                 11                  15%
                       2                   90%               7                40%                 12                  10%
                       3                   80%               8                30%                 13                   5%
                       4                   70%               9                25%                 14+                  0%
</TABLE>

The illustrations of current values in this prospectus are the same for
Pennsylvania.  However, the illustrations of guaranteed values in this
prospectus do not reflect guaranteed maximum Surrender Charges which are spread
out over 14 years.  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.

                                   30  

<PAGE>   34

                                   APPENDIX 2

                         ILLUSTRATIONS OF CASH VALUES,
                             CASH SURRENDER VALUES,
                               AND DEATH BENEFITS

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

The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return.  This is
due to the daily charges made against the assets of the sub-accounts for
assuming Mortality and Expense Risks.  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.  On each Policy Anniversary beginning with the 10th,
the Mortality and Expense Risk Charge is  reduced to 0.50% on an annual basis
of the daily net assets of the Variable Account, provided the Cash Surrender
Value is $25,000 or more on such anniversary.  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%.  On each Policy Anniversary beginning with the 10th, the gross annual
rates of return of 0%, 6%, and 12% correspond to net investment experience at
constant annual rate of -1.10%, 4.90%, and 10.90% provided the Cash Surrender
Value is $25,000 or more on such anniversary.  This is due to a guaranteed
reduction in the Mortality and Expense Risk Charge from an annual effective
rate of 0.80% to an annual effective rate of 0.50% if the aforementioned
conditions apply.

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.

The illustrations also reflect the fact that the Company deducts a sales load
from each premium payment.  Current values reflect a deduction of 3.5% of each
premium payment up to Break Point Premium and 1.5% of any excess.  Guaranteed
values reflect a deduction of 3.5% of each premium payment.  The illustrations
also reflect the fact that the Company deducts a charge for state premium taxes
equal to 2.5% of all premium payments.

The Cash Surrender Values shown in the illustrations reflect the fact that the
Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered in full during the first nine years.

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 $25 per month in the first year, $5
per month in renewal years.  Current values reflect a current monthly
administrative expense charge of $5 in renewal years, and guaranteed values
reflect the $7.50 maximum monthly administrative charge under the Policy in
renewal years.  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.





                                   31  

<PAGE>   35
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                 $750 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                 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         788         238         0       50,000        265         0       50,000          292            0      50,000
      2       1,614         698       124       50,000        774       200       50,000          854          280      50,000
      3       2,483       1,136       620       50,000      1,291       774       50,000        1,458          941      50,000
      4       3,394       1,550     1,091       50,000      1,810     1,351       50,000        2,103        1,644      50,000
      5       4,351       1,938     1,537       50,000      2,333     1,932       50,000        2,795        2,393      50,000
      6       5,357       2,303     1,959       50,000      2,860     2,516       50,000        3,538        3,194      50,000
      7       6,412       2,649     2,362       50,000      3,397     3,110       50,000        4,343        4,056      50,000
      8       7,520       2,972     2,743       50,000      3,939     3,709       50,000        5,212        4,982      50,000
      9       8,683       3,273     3,101       50,000      4,486     4,314       50,000        6,151        5,979      50,000
     10       9,905       3,552     3,552       50,000      5,039     5,039       50,000        7,167        7,167      50,000
     11      11,188       3,804     3,804       50,000      5,594     5,594       50,000        8,266        8,266      50,000
     12      12,535       4,028     4,028       50,000      6,149     6,149       50,000        9,454        9,454      50,000
     13      13,949       4,221     4,221       50,000      6,702     6,702       50,000       10,738       10,738      50,000
     14      15,434       4,380     4,380       50,000      7,247     7,247       50,000       12,126       12,126      50,000
     15      16,993       4,494     4,494       50,000      7,777     7,777       50,000       13,622       13,622      50,000
     16      18,630       4,567     4,567       50,000      8,293     8,293       50,000       15,242       15,242      50,000
     17      20,349       4,590     4,590       50,000      8,786     8,786       50,000       16,995       16,995      50,000
     18      22,154       4,553     4,553       50,000      9,249     9,249       50,000       18,891       18,891      50,000
     19      24,049       4,458     4,458       50,000      9,680     9,680       50,000       20,951       20,951      50,000
     20      26,039       4,295     4,295       50,000     10,070    10,070       50,000       23,193       23,193      50,000
     21      28,129       4,059     4,059       50,000     10,415    10,415       50,000       25,643       25,643      50,000
     22      30,323       3,741     3,741       50,000     10,704    10,704       50,000       28,412       28,412      50,000
     23      32,626       3,329     3,329       50,000     10,927    10,927       50,000       31,467       31,467      50,000
     24      35,045       2,811     2,811       50,000     11,071    11,071       50,000       34,851       34,851      50,000
     25      37,585       2,183     2,183       50,000     11,131    11,131       50,000       38,623       38,623      50,000
     26      40,252       1,431     1,431       50,000     11,094    11,094       50,000       42,846       42,846      50,000
     27      43,052         522       522       50,000     10,928    10,928       50,000       47,556       47,556      53,738
     28      45,992         (*)       (*)          (*)     10,624    10,624       50,000       52,725       52,725      58,525
     29      49,079         (*)       (*)          (*)     10,160    10,160       50,000       58,401       58,401      63,657
     30      52,321         (*)       (*)          (*)      9,510     9,510       50,000       64,645       64,645      69,170

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

                                   32  

<PAGE>   36
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                 $750 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                GUARANTEED VALUES

                                    0% HYPOTHETICAL               6% HYPOTHETICAL                     12% HYPOTHETICAL
                              GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN
                              -----------------------       -----------------------             -----------------------
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         788         172         0       50,000        197         0       50,000          222            0      50,000
      2       1,614         532         0       50,000        599        25       50,000          670           96      50,000
      3       2,483         866       350       50,000        998       481       50,000        1,141          625      50,000
      4       3,394       1,174       715       50,000      1,392       933       50,000        1,638        1,179      50,000
      5       4,351       1,454     1,052       50,000      1,779     1,377       50,000        2,162        1,760      50,000
      6       5,357       1,703     1,359       50,000      2,157     1,812       50,000        2,712        2,368      50,000
      7       6,412       1,920     1,633       50,000      2,521     2,234       50,000        3,288        3,001      50,000
      8       7,520       2,100     1,871       50,000      2,867     2,637       50,000        3,889        3,659      50,000
      9       8,683       2,239     2,067       50,000      3,190     3,018       50,000        4,513        4,341      50,000
     10       9,905       2,333     2,333       50,000      3,484     3,484       50,000        5,159        5,159      50,000
     11      11,188       2,379     2,379       50,000      3,744     3,744       50,000        5,826        5,826      50,000
     12      12,535       2,373     2,373       50,000      3,965     3,965       50,000        6,514        6,514      50,000
     13      13,949       2,311     2,311       50,000      4,142     4,142       50,000        7,223        7,223      50,000
     14      15,434       2,190     2,190       50,000      4,267     4,267       50,000        7,952        7,952      50,000
     15      16,993       1,999     1,999       50,000      4,330     4,330       50,000        8,697        8,697      50,000
     16      18,630       1,733     1,733       50,000      4,321     4,321       50,000        9,455        9,455      50,000
     17      20,349       1,381     1,381       50,000      4,226     4,226       50,000       10,222       10,222      50,000
     18      22,154         928       928       50,000      4,027     4,027       50,000       10,992       10,992      50,000
     19      24,049         359       359       50,000      3,704     3,704       50,000       11,755       11,755      50,000
     20      26,039         (*)       (*)          (*)      3,235     3,235       50,000       12,505       12,505      50,000
     21      28,129         (*)       (*)          (*)      2,595     2,595       50,000       13,233       13,233      50,000
     22      30,323         (*)       (*)          (*)      1,757     1,757       50,000       13,932       13,932      50,000
     23      32,626         (*)       (*)          (*)        691       691       50,000       14,594       14,594      50,000
     24      35,045         (*)       (*)          (*)        (*)       (*)          (*)       15,207       15,207      50,000
     25      37,585         (*)       (*)          (*)        (*)       (*)          (*)       15,755       15,755      50,000
     26      40,252         (*)       (*)          (*)        (*)       (*)          (*)       16,212       16,212      50,000
     27      43,052         (*)       (*)          (*)        (*)       (*)          (*)       16,544       16,544      50,000
     28      45,992         (*)       (*)          (*)        (*)       (*)          (*)       16,706       16,706      50,000
     29      49,079         (*)       (*)          (*)        (*)       (*)          (*)       16,641       16,641      50,000
     30      52,321         (*)       (*)          (*)        (*)       (*)          (*)       16,282       16,282      50,000

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

(2)    GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
       MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
       $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
       ALL PREMIUMS.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                 $750 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                 CURRENT VALUES

                                    0% HYPOTHETICAL               6% HYPOTHETICAL                     12% HYPOTHETICAL
                              GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN
                              -----------------------       -----------------------             -----------------------
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         788         237         0       50,237        264         0       50,264          291            0      50,291
      2       1,614         693       120       50,693        769       195       50,769          848          275      50,848
      3       2,483       1,128       611       51,128      1,281       764       51,281        1,446          930      51,446
      4       3,394       1,535     1,076       51,535      1,792     1,333       51,792        2,082        1,623      52,082
      5       4,351       1,914     1,513       51,914      2,304     1,902       52,304        2,759        2,357      52,759
      6       5,357       2,268     1,924       52,268      2,816     2,471       52,816        3,481        3,137      53,481
      7       6,412       2,601     2,314       52,601      3,333     3,046       53,333        4,259        3,972      54,259
      8       7,520       2,909     2,679       52,909      3,851     3,621       53,851        5,090        4,861      55,090
      9       8,683       3,191     3,019       53,191      4,368     4,196       54,368        5,982        5,809      55,982
     10       9,905       3,449     3,449       53,449      4,886     4,886       54,886        6,938        6,938      56,938
     11      11,188       3,677     3,677       53,677      5,396     5,396       55,396        7,959        7,959      57,959
     12      12,535       3,875     3,875       53,875      5,900     5,900       55,900        9,050        9,050      59,050
     13      13,949       4,037     4,037       54,037      6,390     6,390       56,390       10,212       10,212      60,212
     14      15,434       4,161     4,161       54,161      6,861     6,861       56,861       11,446       11,446      61,446
     15      16,993       4,236     4,236       54,236      7,303     7,303       57,303       12,749       12,749      62,749
     16      18,630       4,265     4,265       54,265      7,714     7,714       57,714       14,128       14,128      64,128
     17      20,349       4,239     4,239       54,239      8,084     8,084       58,084       15,580       15,580      65,580
     18      22,154       4,149     4,149       54,149      8,400     8,400       58,400       17,099       17,099      67,099
     19      24,049       3,996     3,996       53,996      8,661     8,661       58,661       18,694       18,694      68,694
     20      26,039       3,770     3,770       53,770      8,853     8,853       58,853       20,360       20,360      70,360
     21      28,129       3,469     3,469       53,469      8,968     8,968       58,968       22,097       22,097      72,097
     22      30,323       3,084     3,084       53,084      8,994     8,994       58,994       23,902       23,902      73,902
     23      32,626       2,605     2,605       52,605      8,916     8,916       58,916       25,769       25,769      75,769
     24      35,045       2,023     2,023       52,023      8,716     8,716       58,716       27,776       27,776      77,776
     25      37,585       1,340     1,340       51,340      8,391     8,391       58,391       29,858       29,858      79,858
     26      40,252         545       545       50,545      7,924     7,924       57,924       32,008       32,008      82,008
     27      43,052         (*)       (*)          (*)      7,280     7,280       57,280       34,204       34,204      84,204
     28      45,992         (*)       (*)          (*)      6,451     6,451       56,451       36,449       36,449      86,449
     29      49,079         (*)       (*)          (*)      5,419     5,419       55,419       38,733       38,733      88,733
     30      52,321         (*)       (*)          (*)      4,163     4,163       54,163       41,050       41,050      91,050

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

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5 
        THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL 
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS 
        OF BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                 $750 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                GUARANTEED VALUES

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

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         788         171         0       50,171        195         0       50,195          220            0      50,220
      2       1,614         527         0       50,527        593        19       50,593          663           89      50,663
      3       2,483         856       339       50,856        985       469       50,985        1,127          611      51,127
      4       3,394       1,156       697       51,156      1,370       911       51,370        1,612        1,153      51,612
      5       4,351       1,426     1,024       51,426      1,744     1,342       51,744        2,119        1,717      52,119
      6       5,357       1,663     1,319       51,663      2,105     1,760       52,105        2,645        2,301      52,645
      7       6,412       1,865     1,578       51,865      2,447     2,160       52,447        3,189        2,902      53,189
      8       7,520       2,028     1,798       52,028      2,765     2,536       52,765        3,748        3,518      53,748
      9       8,683       2,146     1,974       52,146      3,054     2,882       53,054        4,316        4,144      54,316
     10       9,905       2,217     2,217       52,217      3,307     3,307       53,307        4,891        4,891      54,891
     11      11,188       2,237     2,237       52,237      3,517     3,517       53,517        5,467        5,467      55,467
     12      12,535       2,201     2,201       52,201      3,679     3,679       53,679        6,040        6,040      56,040
     13      13,949       2,109     2,109       52,109      3,786     3,786       53,786        6,605        6,605      56,605
     14      15,434       1,954     1,954       51,954      3,832     3,832       53,832        7,156        7,156      57,156
     15      16,993       1,731     1,731       51,731      3,804     3,804       53,804        7,681        7,681      57,681
     16      18,630       1,432     1,432       51,432      3,692     3,692       53,692        8,171        8,171      58,171
     17      20,349       1,049     1,049       51,049      3,483     3,483       53,483        8,611        8,611      58,611
     18      22,154         572       572       50,572      3,159     3,159       53,159        8,983        8,983      58,983
     19      24,049           0         0            0      2,702     2,702       52,702        9,264        9,264      59,264
     20      26,039           0         0            0      2,093     2,093       52,093        9,431        9,431      59,431
     21      28,129           0         0            0      1,312     1,312       51,312        9,462        9,462      59,462
     22      30,323           0         0            0        342       342       50,342        9,328        9,328      59,328
     23      32,626           0         0            0          0         0            0        9,003        9,003      59,003
     24      35,045           0         0            0          0         0            0        8,452        8,452      58,452
     25      37,585           0         0            0          0         0            0        7,632        7,632      57,632
     26      40,252           0         0            0          0         0            0        6,488        6,488      56,488
     27      43,052           0         0            0          0         0            0        4,953        4,953      54,953
     28      45,992           0         0            0          0         0            0        2,944        2,944      52,944
     29      49,079           0         0            0          0         0            0          371          371      50,371

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

(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
        $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5 
        THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL 
        PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF 
        BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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

<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                $1,200 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                GUARANTEED VALUES

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

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       1,260         283         0       50,000        323         0       50,000          364            0      50,000
      2       2,583         718        25       50,000        822       129       50,000          932          239      50,000
      3       3,972       1,092       468       50,000      1,287       663       50,000        1,501          878      50,000
      4       5,431       1,400       845       50,000      1,711     1,157       50,000        2,068        1,513      50,000
      5       6,962       1,635     1,150       50,000      2,085     1,600       50,000        2,623        2,138      50,000
      6       8,570       1,791     1,375       50,000      2,400     1,984       50,000        3,160        2,745      50,000
      7      10,259       1,860     1,514       50,000      2,644     2,298       50,000        3,670        3,324      50,000
      8      12,032       1,829     1,552       50,000      2,801     2,523       50,000        4,138        3,861      50,000
      9      13,893       1,685     1,477       50,000      2,852     2,644       50,000        4,546        4,338      50,000
     10      15,848       1,413     1,413       50,000      2,778     2,778       50,000        4,878        4,878      50,000
     11      17,901         999       999       50,000      2,559     2,559       50,000        5,112        5,112      50,000
     12      20,056         429       429       50,000      2,172     2,172       50,000        5,228        5,228      50,000
     13      22,318         (*)       (*)          (*)      1,590     1,590       50,000        5,198        5,198      50,000
     14      24,694         (*)       (*)          (*)        779       779       50,000        4,988        4,988      50,000
     15      27,189         (*)       (*)          (*)        (*)       (*)          (*)        4,552        4,552      50,000

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

(2)     GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
        MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                 $1200 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                 CURRENT VALUES

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

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       1,260         482         0       50,482        528         0       50,528          575            0      50,575
      2       2,583       1,165       472       51,165      1,295       602       51,295        1,430          737      51,430
      3       3,972       1,803     1,179       51,803      2,057     1,433       52,057        2,333        1,710      52,333
      4       5,431       2,390     1,836       52,390      2,810     2,256       52,810        3,284        2,730      53,284
      5       6,962       2,919     2,434       52,919      3,544     3,059       53,544        4,278        3,792      54,278
      6       8,570       3,391     2,975       53,391      4,258     3,842       54,258        5,317        4,901      55,317
      7      10,259       3,798     3,452       53,798      4,942     4,595       54,942        6,398        6,051      56,398
      8      12,032       4,131     3,854       54,131      5,583     5,306       55,583        7,511        7,234      57,511
      9      13,893       4,392     4,184       54,392      6,180     5,972       56,180        8,661        8,453      58,661
     10      15,848       4,571     4,571       54,571      6,721     6,721       56,721        9,839        9,839      59,839
     11      17,901       4,665     4,665       54,665      7,198     7,198       57,198       11,043       11,043      61,043
     12      20,056       4,667     4,667       54,667      7,598     7,598       57,598       12,265       12,265      62,265
     13      22,318       4,566     4,566       54,566      7,907     7,907       57,907       13,493       13,493      63,493
     14      24,694       4,353     4,353       54,353      8,110     8,110       58,110       14,716       14,716      64,716
     15      27,189       4,030     4,030       54,030      8,202     8,202       58,202       15,933       15,933      65,933
     16      29,808       3,588     3,588       53,588      8,166     8,166       58,166       17,131       17,131      67,131
     17      32,559       3,001     3,001       53,001      7,968     7,968       57,968       18,277       18,277      68,277
     18      35,447       2,270     2,270       52,270      7,603     7,603       57,603       19,365       19,365      69,365
     19      38,479       1,388     1,388       51,388      7,050     7,050       57,050       20,377       20,377      70,377
     20      41,663         345       345       50,345      6,291     6,291       56,291       21,293       21,293      71,293
     21      45,006         (*)       (*)          (*)      5,293     5,293       55,293       22,078       22,078      72,078
     22      48,517         (*)       (*)          (*)      4,023     4,023       54,023       22,693       22,693      72,693
     23      52,202         (*)       (*)          (*)      2,444     2,444       52,444       23,097       23,097      73,097
     24      56,073         (*)       (*)          (*)        527       527       50,527       23,247       23,247      73,247
     25      60,136         (*)       (*)          (*)        (*)       (*)          (*)       23,095       23,095      73,095
     26      64,403         (*)       (*)          (*)        (*)       (*)          (*)       22,586       22,586      72,586
     27      68,883         (*)       (*)          (*)        (*)       (*)          (*)       21,657       21,657      71,657
     28      73,587         (*)       (*)          (*)        (*)       (*)          (*)       20,248       20,248      70,248
     29      78,527         (*)       (*)          (*)        (*)       (*)          (*)       18,281       18,281      68,281
     30      83,713         (*)       (*)          (*)        (*)       (*)          (*)       15,662       15,662      65,662

<FN>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                $1,200 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                GUARANTEED VALUES

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


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       1,260         276         0       50,276        315         0       50,315          355            0      50,355
      2       2,583         698         5       50,698        800       107       50,800          907          214      50,907
      3       3,972       1,053       429       51,053      1,242       618       51,242        1,449          826      51,449
      4       5,431       1,336       782       51,336      1,634     1,080       51,634        1,975        1,421      51,975
      5       6,962       1,540     1,055       51,540      1,965     1,480       51,965        2,473        1,988      52,473
      6       8,570       1,658     1,243       51,658      2,225     1,809       52,225        2,933        2,517      52,933
      7      10,259       1,684     1,338       51,684      2,402     2,055       52,402        3,340        2,993      53,340
      8      12,032       1,606     1,328       51,606      2,477     2,200       52,477        3,675        3,398      53,675
      9      13,893       1,411     1,203       51,411      2,434     2,226       52,434        3,917        3,709      53,917
     10      15,848       1,089     1,089       51,089      2,253     2,253       52,253        4,041        4,041      54,041
     11      17,901         630       630       50,630      1,916     1,916       51,916        4,024        4,024      54,024
     12      20,056          25        25       50,025      1,406     1,406       51,406        3,839        3,839      53,839
     13      22,318         (*)       (*)          (*)        704       704       50,704        3,457        3,457      53,457
     14      24,694         (*)       (*)          (*)        (*)       (*)          (*)        2,844        2,844      52,844
     15      27,189         (*)       (*)          (*)        (*)       (*)          (*)        1,956        1,956      51,956

<FN>

(1)    NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
       
(2)    GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
       MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
       $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
       ALL PREMIUMS.
       
(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                 CURRENT VALUES

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


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       1,575         792         0      100,000        856         0      100,000          920           22     100,000
      2       3,229       1,782       884      100,000      1,966     1,068      100,000        2,158        1,260     100,000
      3       4,965       2,730     1,922      100,000      3,096     2,288      100,000        3,493        2,685     100,000
      4       6,788       3,637     2,919      100,000      4,248     3,530      100,000        4,936        4,218     100,000
      5       8,703       4,505     3,877      100,000      5,423     4,795      100,000        6,498        5,870     100,000
      6      10,713       5,336     4,797      100,000      6,624     6,085      100,000        8,193        7,655     100,000
      7      12,824       6,118     5,669      100,000      7,840     7,391      100,000       10,023        9,574     100,000
      8      15,040       6,843     6,484      100,000      9,062     8,703      100,000       11,991       11,632     100,000
      9      17,367       7,512     7,243      100,000     10,291    10,022      100,000       14,115       13,845     100,000
     10      19,810       8,118     8,118      100,000     11,520    11,520      100,000       16,400       16,400     100,000
     11      22,376       8,672     8,672      100,000     12,759    12,759      100,000       18,877       18,877     100,000
     12      25,069       9,184     9,184      100,000     14,019    14,019      100,000       21,576       21,576     100,000
     13      27,898       9,656     9,656      100,000     15,303    15,303      100,000       24,522       24,522     100,000
     14      30,868      10,069    10,069      100,000     16,593    16,593      100,000       27,725       27,725     100,000
     15      33,986      10,408    10,408      100,000     17,875    17,875      100,000       31,297       31,297     100,000
     16      37,261      10,676    10,676      100,000     19,152    19,152      100,000       35,199       35,199     100,000
     17      40,699      10,868    10,868      100,000     20,421    20,421      100,000       39,470       39,470     100,000
     18      44,309      10,969    10,969      100,000     21,668    21,668      100,000       44,145       44,145     100,000
     19      48,099      10,975    10,975      100,000     22,890    22,890      100,000       49,276       49,276     100,000
     20      52,079      10,891    10,891      100,000     24,091    24,091      100,000       54,927       54,927     100,000
     21      56,258      10,704    10,704      100,000     25,262    25,262      100,000       61,163       61,163     100,000
     22      60,646      10,385    10,385      100,000     26,461    26,461      100,000       68,053       68,053     100,000
     23      65,253       9,927     9,927      100,000     27,607    27,607      100,000       75,692       75,692     100,000
     24      70,091       9,301     9,301      100,000     28,679    28,679      100,000       84,187       84,187     100,000
     25      75,170       8,497     8,497      100,000     29,671    29,671      100,000       93,596       93,596     108,572
     26      80,504       7,504     7,504      100,000     30,575    30,575      100,000      103,883      103,883     119,465
     27      86,104       6,281     6,281      100,000     31,361    31,361      100,000      115,154      115,154     130,124
     28      91,984       4,813     4,813      100,000     32,019    32,019      100,000      127,518      127,518     141,545
     29      98,158       3,073     3,073      100,000     32,531    32,531      100,000      141,097      141,097     153,795
     30     104,641       1,010     1,010      100,000     32,862    32,862      100,000      156,026      156,026     166,948

<FN>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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

<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                GUARANTEED VALUES

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

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       1,575         744         0      100,000        807         0      100,000          869            0     100,000
      2       3,229       1,655       757      100,000      1,832       934      100,000        2,017        1,119     100,000
      3       4,965       2,519     1,711      100,000      2,868     2,060      100,000        3,247        2,439     100,000
      4       6,788       3,335     2,617      100,000      3,913     3,195      100,000        4,565        3,847     100,000
      5       8,703       4,103     3,474      100,000      4,966     4,338      100,000        5,979        5,351     100,000
      6      10,713       4,818     4,279      100,000      6,022     5,484      100,000        7,494        6,956     100,000
      7      12,824       5,476     5,027      100,000      7,078     6,629      100,000        9,116        8,667     100,000
      8      15,040       6,073     5,714      100,000      8,126     7,767      100,000       10,850       10,491     100,000
      9      17,367       6,602     6,333      100,000      9,162     8,892      100,000       12,703       12,434     100,000
     10      19,810       7,060     7,060      100,000     10,178    10,178      100,000       14,682       14,682     100,000
     11      22,376       7,440     7,440      100,000     11,169    11,169      100,000       16,797       16,797     100,000
     12      25,069       7,737     7,737      100,000     12,128    12,128      100,000       19,058       19,058     100,000
     13      27,898       7,949     7,949      100,000     13,051    13,051      100,000       21,481       21,481     100,000
     14      30,868       8,068     8,068      100,000     13,929    13,929      100,000       24,080       24,080     100,000
     15      33,986       8,083     8,083      100,000     14,751    14,751      100,000       26,868       26,868     100,000
     16      37,261       7,985     7,985      100,000     15,505    15,505      100,000       29,955       29,955     100,000
     17      40,699       7,761     7,761      100,000     16,176    16,176      100,000       33,289       33,289     100,000
     18      44,309       7,392     7,392      100,000     16,746    16,746      100,000       36,894       36,894     100,000
     19      48,099       6,857     6,857      100,000     17,191    17,191      100,000       40,800       40,800     100,000
     20      52,079       6,137     6,137      100,000     17,489    17,489      100,000       45,046       45,046     100,000
     21      56,258       5,211     5,211      100,000     17,617    17,617      100,000       49,679       49,679     100,000
     22      60,646       4,056     4,056      100,000     17,548    17,548      100,000       54,760       54,760     100,000
     23      65,253       2,650     2,650      100,000     17,256    17,256      100,000       60,363       60,363     100,000
     24      70,091         962       962      100,000     16,704    16,704      100,000       66,576       66,576     100,000
     25      75,170         (*)       (*)          (*)     15,844    15,844      100,000       73,509       73,509     100,000
     26      80,504         (*)       (*)          (*)     14,613    14,613      100,000       81,294       81,294     100,000
     27      86,104         (*)       (*)          (*)     12,927    12,927      100,000       90,098       90,098     101,811
     28      91,984         (*)       (*)          (*)     10,676    10,676      100,000       99,872       99,872     110,858
     29      98,158         (*)       (*)          (*)      7,730     7,730      100,000      110,598      110,598     120,551
     30     104,641         (*)       (*)          (*)      3,938     3,938      100,000      122,394      122,394     130,961

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

(2)     GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
        MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                 CURRENT VALUES

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


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       1,575         788         0      100,788        852         0      100,852          916           19     100,916
      2       3,229       1,772       875      101,772      1,955     1,058      101,955        2,146        1,249     102,146
      3       4,965       2,710     1,903      102,710      3,074     2,266      103,074        3,467        2,660     103,467
      4       6,788       3,604     2,886      103,604      4,208     3,490      104,208        4,889        4,171     104,889
      5       8,703       4,454     3,826      104,454      5,360     4,732      105,360        6,421        5,792     106,421
      6      10,713       5,263     4,724      105,263      6,530     5,992      106,530        8,073        7,535     108,073
      7      12,824       6,018     5,569      106,018      7,706     7,258      107,706        9,845        9,397     109,845
      8      15,040       6,710     6,351      106,710      8,877     8,518      108,877       11,736       11,377     111,736
      9      17,367       7,340     7,071      107,340     10,042     9,773      110,042       13,756       13,487     113,756
     10      19,810       7,898     7,898      107,898     11,190    11,190      111,190       15,907       15,907     115,907
     11      22,376       8,399     8,399      108,399     12,333    12,333      112,333       18,214       18,214     118,214
     12      25,069       8,852     8,852      108,852     13,479    13,479      113,479       20,700       20,700     120,700
     13      27,898       9,259     9,259      109,259     14,630    14,630      114,630       23,383       23,383     123,383
     14      30,868       9,600     9,600      109,600     15,764    15,764      115,764       26,261       26,261     126,261
     15      33,986       9,856     9,856      109,856     16,860    16,860      116,860       29,417       29,417     129,417
     16      37,261      10,033    10,033      110,033     17,918    17,918      117,918       32,805       32,805     132,805
     17      40,699      10,124    10,124      110,124     18,931    18,931      118,931       36,437       36,437     136,437
     18      44,309      10,114    10,114      110,114     19,877    19,877      119,877       40,319       40,319     140,319
     19      48,099       9,998     9,998      109,998     20,748    20,748      120,748       44,468       44,468     144,468
     20      52,079       9,783     9,783      109,783     21,546    21,546      121,546       48,916       48,916     148,916
     21      56,258       9,456     9,456      109,456     22,252    22,252      122,252       53,676       53,676     153,676
     22      60,646       8,988     8,988      108,988     22,829    22,829      122,829       58,743       58,743     158,743
     23      65,253       8,371     8,371      108,371     23,264    23,264      123,264       64,137       64,137     164,137
     24      70,091       7,581     7,581      107,581     23,521    23,521      123,521       69,859       69,859     169,859
     25      75,170       6,611     6,611      106,611     23,583    23,583      123,583       75,932       75,932     175,932
     26      80,504       5,456     5,456      105,456     23,434    23,434      123,434       82,379       82,379     182,379
     27      86,104       4,082     4,082      104,082     23,026    23,026      123,026       89,197       89,197     189,197
     28      91,984       2,484     2,484      102,484     22,340    22,340      122,340       96,410       96,410     196,410
     29      98,158         648       648      100,648     21,348    21,348      121,348      104,039      104,039     204,039
     30     104,641           0         0            0     19,997    19,997      119,997      112,083      112,083     212,083

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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

<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 45

                                                                GUARANTEED VALUES

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

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       1,575         740         0      100,740        803         0      100,803          865            0     100,865
      2       3,229       1,644       746      101,644      1,820       922      101,820        2,004        1,106     102,004
      3       4,965       2,497     1,689      102,497      2,843     2,035      102,843        3,218        2,410     103,218
      4       6,788       3,298     2,580      103,298      3,869     3,151      103,869        4,513        3,795     104,513
      5       8,703       4,046     3,418      104,046      4,895     4,267      104,895        5,892        5,264     105,892
      6      10,713       4,736     4,197      104,736      5,917     5,378      105,917        7,359        6,820     107,359
      7      12,824       5,363     4,915      105,363      6,927     6,478      106,927        8,915        8,466     108,915
      8      15,040       5,923     5,564      105,923      7,918     7,559      107,918       10,561       10,202     110,561
      9      17,367       6,409     6,140      106,409      8,881     8,612      108,881       12,298       12,028     112,298
     10      19,810       6,815     6,815      106,815      9,808     9,808      109,808       14,126       14,126     114,126
     11      22,376       7,135     7,135      107,135     10,690    10,690      110,690       16,046       16,046     116,046
     12      25,069       7,364     7,364      107,364     11,517    11,517      111,517       18,058       18,058     118,058
     13      27,898       7,500     7,500      107,500     12,282    12,282      112,282       20,167       20,167     120,167
     14      30,868       7,534     7,534      107,534     12,973    12,973      112,973       22,371       22,371     122,371
     15      33,986       7,456     7,456      107,456     13,574    13,574      113,574       24,665       24,665     124,665
     16      37,261       7,256     7,256      107,256     14,069    14,069      114,069       27,045       27,045     127,045
     17      40,699       6,922     6,922      106,922     14,440    14,440      114,440       29,594       29,594     129,594
     18      44,309       6,437     6,437      106,437     14,660    14,660      114,660       32,222       32,222     132,222
     19      48,099       5,782     5,782      105,782     14,701    14,701      114,701       34,916       34,916     134,916
     20      52,079       4,941     4,941      104,941     14,536    14,536      114,536       37,659       37,659     137,659
     21      56,258       3,898     3,898      103,898     14,137    14,137      114,137       40,436       40,436     140,436
     22      60,646       2,639     2,639      102,639     13,477    13,477      113,477       43,230       43,230     143,230
     23      65,253       1,152     1,152      101,152     12,528    12,528      112,528       46,024       46,024     146,024
     24      70,091         (*)       (*)          (*)     11,256    11,256      111,256       48,794       48,794     148,794
     25      75,170         (*)       (*)          (*)      9,617     9,617      109,617       51,503       51,503     151,503
     26      80,504         (*)       (*)          (*)      7,554     7,554      107,554       54,102       54,102     154,102
     27      86,104         (*)       (*)          (*)      5,000     5,000      105,000       56,525       56,525     156,525
     28      91,984         (*)       (*)          (*)      1,870     1,870      101,870       58,685       58,685     158,685
     29      98,158         (*)       (*)          (*)        (*)       (*)          (*)       60,489       60,489     160,489
     30     104,641         (*)       (*)          (*)        (*)       (*)          (*)       61,843       61,843     161,843

<FN>

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

(2)     GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
        MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                $2500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                 CURRENT VALUES

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

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       2,625       1,373       211      100,000      1,482       319      100,000        1,591          428     100,000
      2       5,381       2,926     1,764      100,000      3,236     2,073      100,000        3,559        2,396     100,000
      3       8,275       4,421     3,375      100,000      5,031     3,984      100,000        5,692        4,646     100,000
      4      11,314       5,839     4,909      100,000      6,849     5,919      100,000        7,989        7,059     100,000
      5      14,505       7,164     6,351      100,000      8,675     7,861      100,000       10,449        9,636     100,000
      6      17,855       8,404     7,706      100,000     10,515     9,817      100,000       13,097       12,400     100,000
      7      21,373       9,552     8,971      100,000     12,365    11,784      100,000       15,949       15,368     100,000
      8      25,066      10,598    10,133      100,000     14,213    13,748      100,000       19,016       18,551     100,000
      9      28,945      11,538    11,189      100,000     16,057    15,708      100,000       22,323       21,974     100,000
     10      33,017      12,380    12,380      100,000     17,905    17,905      100,000       25,906       25,906     100,000
     11      37,293      13,112    13,112      100,000     19,748    19,748      100,000       29,883       29,883     100,000
     12      41,782      13,711    13,711      100,000     21,565    21,565      100,000       34,206       34,206     100,000
     13      46,497      14,169    14,169      100,000     23,351    23,351      100,000       38,923       38,923     100,000
     14      51,446      14,466    14,466      100,000     25,089    25,089      100,000       44,077       44,077     100,000
     15      56,644      14,593    14,593      100,000     26,857    26,857      100,000       49,736       49,736     100,000
     16      62,101      14,545    14,545      100,000     28,581    28,581      100,000       55,982       55,982     100,000
     17      67,831      14,287    14,287      100,000     30,237    30,237      100,000       62,897       62,897     100,000
     18      73,848      13,811    13,811      100,000     31,823    31,823      100,000       70,601       70,601     100,000
     19      80,165      13,095    13,095      100,000     33,329    33,329      100,000       79,233       79,233     100,000
     20      86,798      12,100    12,100      100,000     34,731    34,731      100,000       88,960       88,960     100,000
     21      93,763      10,792    10,792      100,000     36,013    36,013      100,000       99,955       99,955     104,953
     22     101,076       9,087     9,087      100,000     37,123    37,123      100,000      112,027      112,027     117,629
     23     108,755       6,921     6,921      100,000     38,026    38,026      100,000      125,225      125,225     131,486
     24     116,818       4,216     4,216      100,000     38,685    38,685      100,000      139,646      139,646     146,628
     25     125,284         872       872      100,000     39,045    39,045      100,000      155,393      155,393     163,163
     26     134,173         (*)       (*)          (*)     39,050    39,050      100,000      172,579      172,579     181,208
     27     143,506         (*)       (*)          (*)     38,637    38,637      100,000      191,325      191,325     200,891
     28     153,307         (*)       (*)          (*)     37,712    37,712      100,000      211,757      211,757     222,345
     29     163,597         (*)       (*)          (*)     36,157    36,157      100,000      234,011      234,011     245,711
     30     174,402         (*)       (*)          (*)     33,797    33,797      100,000      258,225      258,225     271,137

<FN>

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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

<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 1
                                                $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                GUARANTEED VALUES

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


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       2,625       1,200        38      100,000      1,303       141      100,000        1,407          245     100,000
      2       5,381       2,510     1,347      100,000      2,796     1,634      100,000        3,095        1,933     100,000
      3       8,275       3,717     2,670      100,000      4,269     3,223      100,000        4,871        3,825     100,000
      4      11,314       4,814     3,884      100,000      5,715     4,785      100,000        6,736        5,806     100,000
      5      14,505       5,795     4,981      100,000      7,123     6,309      100,000        8,692        7,878     100,000
      6      17,855       6,649     5,952      100,000      8,482     7,785      100,000       10,741       10,044     100,000
      7      21,373       7,368     6,787      100,000      9,781     9,200      100,000       12,886       12,305     100,000
      8      25,066       7,936     7,471      100,000     11,000    10,535      100,000       15,125       14,660     100,000
      9      28,945       8,334     7,985      100,000     12,121    11,772      100,000       17,456       17,107     100,000
     10      33,017       8,548     8,548      100,000     13,123    13,123      100,000       19,882       19,882     100,000
     11      37,293       8,560     8,560      100,000     13,986    13,986      100,000       22,407       22,407     100,000
     12      41,782       8,354     8,354      100,000     14,690    14,690      100,000       25,042       25,042     100,000
     13      46,497       7,912     7,912      100,000     15,214    15,214      100,000       27,885       27,885     100,000
     14      51,446       7,210     7,210      100,000     15,527    15,527      100,000       30,884       30,884     100,000
     15      56,644       6,213     6,213      100,000     15,590    15,590      100,000       34,054       34,054     100,000
     16      62,101       4,871     4,871      100,000     15,351    15,351      100,000       37,413       37,413     100,000
     17      67,831       3,120     3,120      100,000     14,738    14,738      100,000       40,977       40,977     100,000
     18      73,848         876       876      100,000     13,660    13,660      100,000       44,770       44,770     100,000
     19      80,165         (*)       (*)          (*)     12,009    12,009      100,000       48,827       48,827     100,000
     20      86,798         (*)       (*)          (*)      9,663     9,663      100,000       53,207       53,207     100,000
     21      93,763         (*)       (*)          (*)      6,482     6,482      100,000       57,998       57,998     100,000
     22     101,076         (*)       (*)          (*)      2,299     2,299      100,000       63,321       63,321     100,000
     23     108,755         (*)       (*)          (*)        (*)       (*)          (*)       69,335       69,335     100,000
     24     116,818         (*)       (*)          (*)        (*)       (*)          (*)       76,252       76,252     100,000
     25     125,284         (*)       (*)          (*)        (*)       (*)          (*)       84,349       84,349     100,000
     26     134,173         (*)       (*)          (*)        (*)       (*)          (*)       94,004       94,004     100,000
     27     143,506         (*)       (*)          (*)        (*)       (*)          (*)      105,103      105,103     110,358
     28     153,307         (*)       (*)          (*)        (*)       (*)          (*)      117,152      117,152     123,009
     29     163,597         (*)       (*)          (*)        (*)       (*)          (*)      130,212      130,212     136,723
     30     174,402         (*)       (*)          (*)        (*)       (*)          (*)      144,349      144,349     151,566

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

(2)     GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
        MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(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.

</TABLE>

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
<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                 CURRENT VALUES

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

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       2,625       1,361       199      101,361      1,469       307      101,469        1,577          415     101,577
      2       5,381       2,892     1,729      102,892      3,198     2,035      103,198        3,517        2,354     103,517
      3       8,275       4,353     3,306      104,353      4,952     3,906      104,952        5,603        4,556     105,603
      4      11,314       5,723     4,793      105,723      6,711     5,781      106,711        7,825        6,895     107,825
      5      14,505       6,986     6,172      106,986      8,454     7,640      108,454       10,177        9,363     110,177
      6      17,855       8,147     7,449      108,147     10,183     9,486      110,183       12,672       11,975     112,672
      7      21,373       9,199     8,618      109,199     11,891    11,310      111,891       15,317       14,736     115,317
      8      25,066      10,128     9,663      110,128     13,557    13,092      113,557       18,106       17,641     118,106
      9      28,945      10,931    10,582      110,931     15,175    14,826      115,175       21,047       20,699     121,047
     10      33,017      11,614    11,614      111,614     16,745    16,745      116,745       24,159       24,159     124,159
     11      37,293      12,165    12,165      112,165     18,253    18,253      118,253       27,441       27,441     127,441
     12      41,782      12,554    12,554      112,554     19,660    19,660      119,660       30,970       30,970     130,970
     13      46,497      12,776    12,776      112,776     20,955    20,955      120,955       34,676       34,676     134,676
     14      51,446      12,805    12,805      112,805     22,102    22,102      122,102       38,545       38,545     138,545
     15      56,644      12,635    12,635      112,635     23,087    23,087      123,087       42,582       42,582     142,582
     16      62,101      12,263    12,263      112,263     23,894    23,894      123,894       46,794       46,794     146,794
     17      67,831      11,654    11,654      111,654     24,477    24,477      124,477       51,157       51,157     151,157
     18      73,848      10,804    10,804      110,804     24,817    24,817      124,817       55,677       55,677     155,677
     19      80,165       9,699     9,699      109,699     24,888    24,888      124,888       60,347       60,347     160,347
     20      86,798       8,307     8,307      108,307     24,639    24,639      124,639       65,143       65,143     165,143
     21      93,763       6,606     6,606      106,606     24,029    24,029      124,029       70,045       70,045     170,045
     22     101,076       4,525     4,525      104,525     22,966    22,966      122,966       74,983       74,983     174,983
     23     108,755       2,028     2,028      102,028     21,386    21,386      121,386       79,910       79,910     179,910
     24     116,818         (*)       (*)          (*)     19,222    19,222      119,222       84,776       84,776     184,776
     25     125,284         (*)       (*)          (*)     16,393    16,393      116,393       89,512       89,512     189,512
     26     134,173         (*)       (*)          (*)     12,824    12,824      112,824       94,054       94,054     194,054
     27     143,506         (*)       (*)          (*)      8,448     8,448      108,448       98,340       98,340     198,340
     28     153,307         (*)       (*)          (*)      3,172     3,172      103,172      102,281      102,281     202,281
     29     163,597         (*)       (*)          (*)        (*)       (*)          (*)      105,776      105,776     205,776
     30     174,402         (*)       (*)          (*)        (*)       (*)          (*)      108,679      108,679     208,679

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND $5
       THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL
       PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF
       BREAK POINT FOR ANY SINGLE POLICY YEAR.

(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.

</TABLE>

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

<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                GUARANTEED VALUES

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

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       2,625       1,186        23      101,186      1,288       125      101,288        1,391          228     101,391
      2       5,381       2,468     1,306      102,468      2,750     1,587      102,750        3,044        1,882     103,044
      3       8,275       3,633     2,587      103,633      4,173     3,126      104,173        4,760        3,714     104,760
      4      11,314       4,673     3,743      104,673      5,545     4,615      105,545        6,534        5,604     106,534
      5      14,505       5,578     4,765      105,578      6,853     6,039      106,853        8,358        7,544     108,358
      6      17,855       6,340     5,642      106,340      8,080     7,382      108,080       10,222        9,525     110,222
      7      21,373       6,946     6,364      106,946      9,208     8,627      109,208       12,117       11,536     112,117
      8      25,066       7,378     6,913      107,378     10,213     9,748      110,213       14,021       13,556     114,021
      9      28,945       7,621     7,272      107,621     11,068    10,719      111,068       15,913       15,565     115,913
     10      33,017       7,657     7,657      107,657     11,746    11,746      111,746       17,771       17,771     117,771
     11      37,293       7,471     7,471      107,471     12,220    12,220      112,220       19,570       19,570     119,570
     12      41,782       7,051     7,051      107,051     12,465    12,465      112,465       21,285       21,285     121,285
     13      46,497       6,383     6,383      106,383     12,454    12,454      112,454       22,889       22,889     122,889
     14      51,446       5,450     5,450      105,450     12,153    12,153      112,153       24,348       24,348     124,348
     15      56,644       4,227     4,227      104,227     11,520    11,520      111,520       25,613       25,613     125,613
     16      62,101       2,679     2,679      102,679     10,500    10,500      110,500       26,707       26,707     126,707
     17      67,831         761       761      100,761      9,026     9,026      109,026       27,478       27,478     127,478
     18      73,848         (*)       (*)          (*)      7,014     7,014      107,014       27,825       27,825     127,825
     19      80,165         (*)       (*)          (*)      4,381     4,381      104,381       27,638       27,638     127,638
     20      86,798         (*)       (*)          (*)      1,044     1,044      101,044       26,806       26,806     126,806
     21      93,763         (*)       (*)          (*)        (*)       (*)          (*)       25,218       25,218     125,218
     22     101,076         (*)       (*)          (*)        (*)       (*)          (*)       22,758       22,758     122,758
     23     108,755         (*)       (*)          (*)        (*)       (*)          (*)       19,235       19,235     119,235
     24     116,818         (*)       (*)          (*)        (*)       (*)          (*)       14,584       14,584     114,584
     25     125,284         (*)       (*)          (*)        (*)       (*)          (*)        8,628        8,628     108,628

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

(2)     GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
        MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(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.

</TABLE>

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.





                                   46  

<PAGE>   50

<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>   51

<PAGE>   1


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


The Board of Directors
Nationwide Life Insurance Company:

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

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

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

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

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

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


                                                   KPMG Peat Marwick LLP


Columbus, Ohio
February 26, 1996



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

                          Consolidated Balance Sheets
                           December 31, 1995 and 1994

                                (000's omitted)

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

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

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

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

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

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


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

<PAGE>   3

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

                       Consolidated Statements of Income

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

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

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

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

Federal income tax expense (note 7):

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

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

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

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


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


<PAGE>   4

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

                Consolidated Statements of Shareholder's Equity

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

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

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

1994:

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

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


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

<PAGE>   5

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

                     Consolidated Statements of Cash Flows

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

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

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

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

Cash flows from investing activities:

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

Cash flows from financing activities:

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

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

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


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


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

                       December 31, 1995, 1994 and 1993

                               (000's omitted)


(1)   ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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



<PAGE>   7

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

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

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

(a) CONSOLIDATION POLICY

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

(b) VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES

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

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

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

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

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


<PAGE>   8

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

(c) REVENUES AND BENEFITS

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

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

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

(d) DEFERRED POLICY ACQUISITION COSTS

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

(e) SEPARATE ACCOUNTS

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

(f) FUTURE POLICY BENEFITS

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

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


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

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

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

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

(h) FEDERAL INCOME TAX

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

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

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

(i) REINSURANCE CEDED

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

(j) CASH EQUIVALENTS

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


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

         (k) RECLASSIFICATION

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

(3)      CHANGES IN ACCOUNTING PRINCIPLES

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

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

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

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

(4)      BASIS OF PRESENTATION

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

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


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

             Notes to Consolidated Financial Statements, Continued

(5)      INVESTMENTS

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


(6) FUTURE POLICY BENEFITS AND CLAIMS

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

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

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

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


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

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



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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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


(7) FEDERAL INCOME TAX

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

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


 

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

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

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

</TABLE>


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

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

(8)  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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



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

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

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

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

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

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


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

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

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

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

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

<PAGE>   18

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

             Notes to Consolidated Financial Statements, Continued

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

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

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


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

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

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

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


<PAGE>   19

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

             Notes to Consolidated Financial Statements, Continued

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

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


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


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

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

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


<PAGE>   20

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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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

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

<TABLE>
<CAPTION>

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

<PAGE>   21

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

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

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


<PAGE>   22

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

             Notes to Consolidated Financial Statements, Continued

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

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

             Notes to Consolidated Financial Statements, Continued

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

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

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


<PAGE>   24

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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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

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

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

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

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

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

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

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

             Notes to Consolidated Financial Statements, Continued

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

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

</TABLE>


<PAGE>   52
                          PART II - OTHER INFORMATION

                      CONTENTS OF REGISTRATION STATEMENT

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

The facing sheet.

Cross-reference to items required by Form N-8B-2.

   
The prospectus consisting of 81 pages.
    

Representations and Undertakings.

Accountants' Consent.

The Signatures.

<TABLE>
<CAPTION>
The following exhibits required by Forms N-8B-2 and S-6:
 <S>                                                                    <C>                                                        
   
 1.      Power of Attorney dated April 4, 1996                          Attached hereto.                            
    

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

 7.      Opinion of Counsel                                             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.        
</TABLE>


                                   85  

<PAGE>   53
   
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)(I)(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.





                                   86  

<PAGE>   54
                              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
    





                                   87  

<PAGE>   55
                                  SIGNATURES

   
      Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NATIONWIDE VLI SEPARATE ACCOUNT, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 6 and has duly caused this Post-Effective
Amendment No. 6 to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City
of Columbus, and State of Ohio, on this 26th day of April, 1996.
    
                                         NATIONWIDE VLI SEPARATE ACCOUNT
                                        ----------------------------------
                                                  (Registrant)
(Seal)
Attest:                                 NATIONWIDE LIFE INSURANCE COMPANY
                                        ----------------------------------
                                                    (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. 6 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>





                                   88  


<PAGE>   1

<TABLE>
<CAPTION>
                                                             DEATH BENEFIT OPTION 2
                                                $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                                                            MALE: NON-TOBACCO: AGE 55

                                                                GUARANTEED VALUES

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

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       2,625       1,186        23      101,186      1,288       125      101,288        1,391          228     101,391
      2       5,381       2,468     1,306      102,468      2,750     1,587      102,750        3,044        1,882     103,044
      3       8,275       3,633     2,587      103,633      4,173     3,126      104,173        4,760        3,714     104,760
      4      11,314       4,673     3,743      104,673      5,545     4,615      105,545        6,534        5,604     106,534
      5      14,505       5,578     4,765      105,578      6,853     6,039      106,853        8,358        7,544     108,358
      6      17,855       6,340     5,642      106,340      8,080     7,382      108,080       10,222        9,525     110,222
      7      21,373       6,946     6,364      106,946      9,208     8,627      109,208       12,117       11,536     112,117
      8      25,066       7,378     6,913      107,378     10,213     9,748      110,213       14,021       13,556     114,021
      9      28,945       7,621     7,272      107,621     11,068    10,719      111,068       15,913       15,565     115,913
     10      33,017       7,657     7,657      107,657     11,746    11,746      111,746       17,771       17,771     117,771
     11      37,293       7,471     7,471      107,471     12,220    12,220      112,220       19,570       19,570     119,570
     12      41,782       7,051     7,051      107,051     12,465    12,465      112,465       21,285       21,285     121,285
     13      46,497       6,383     6,383      106,383     12,454    12,454      112,454       22,889       22,889     122,889
     14      51,446       5,450     5,450      105,450     12,153    12,153      112,153       24,348       24,348     124,348
     15      56,644       4,227     4,227      104,227     11,520    11,520      111,520       25,613       25,613     125,613
     16      62,101       2,679     2,679      102,679     10,500    10,500      110,500       26,707       26,707     126,707
     17      67,831         761       761      100,761      9,026     9,026      109,026       27,478       27,478     127,478
     18      73,848         (*)       (*)          (*)      7,014     7,014      107,014       27,825       27,825     127,825
     19      80,165         (*)       (*)          (*)      4,381     4,381      104,381       27,638       27,638     127,638
     20      86,798         (*)       (*)          (*)      1,044     1,044      101,044       26,806       26,806     126,806
     21      93,763         (*)       (*)          (*)        (*)       (*)          (*)       25,218       25,218     125,218
     22     101,076         (*)       (*)          (*)        (*)       (*)          (*)       22,758       22,758     122,758
     23     108,755         (*)       (*)          (*)        (*)       (*)          (*)       19,235       19,235     119,235
     24     116,818         (*)       (*)          (*)        (*)       (*)          (*)       14,584       14,584     114,584
     25     125,284         (*)       (*)          (*)        (*)       (*)          (*)        8,628        8,628     108,628

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

(2)     GUARANTEED VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A
        MONTHLY $25 ADMINISTRATIVE EXPENSE CHARGE FOR THE FIRST POLICY YEAR AND
        $7.50 THEREAFTER.  GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE ON
        ALL PREMIUMS.

(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.

</TABLE>

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.





                                   46  



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