NATIONWIDE VLI SEPARATE ACCOUNT
485BPOS, 1996-04-29
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<PAGE>   1
                                                      REGISTRATION NO. 33-00145
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

   
                         POST-EFFECTIVE AMENDMENT NO. 15
                                   TO FORM S-6
    

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

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

                         NATIONWIDE VLI SEPARATE ACCOUNT
                              (EXACT NAME OF TRUST)


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

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

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

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

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

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

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

<TABLE>
<CAPTION>
N-8B-2 Item                                                                         Caption in Prospectus
- -----------                                                                         ---------------------
<S>                                                                          <C>
1            ..............................................................  Nationwide Life Insurance Company
                                                                             The Variable Account
2            ..............................................................  Nationwide Life Insurance Company
3            ..............................................................  Custodian of Assets
4            ..............................................................  Distribution of The Policies
5            ..............................................................  The Variable Account
6            ..............................................................  Not Applicable
7            ..............................................................  Not Applicable
8            ..............................................................  Not Applicable
9            ..............................................................  Legal Proceedings
10           ..............................................................  Information About The Policies; How
                                                                             The Cash Value Varies; Right to
                                                                             Exchange for a Fixed Benefit Policy;
                                                                             Reinstatement; Other Policy
                                                                             Provisions
11           ..............................................................  Investments of The Variable Account
12           ..............................................................  The Variable Account
13           ..............................................................  Policy Charges
                                                                             Reinstatement
14           ..............................................................  Underwriting and Issuance -
                                                                             Premium Payments
                                                                             Minimum Requirements for Issuance
                                                                             of a Policy
15           ..............................................................  Investments of the Variable Account;
                                                                             Premium Payments
16           ..............................................................  Underwriting and Issuance -
                                                                             Allocation of Cash Value
17           ..............................................................  Surrendering The Policy for Cash
18           ..............................................................  Reinvestment
19           ..............................................................  Not Applicable
20           ..............................................................  Not Applicable
21           ..............................................................  Policy Loans
22           ..............................................................  Not Applicable
23           ..............................................................  Not Applicable
24           ..............................................................  Not Applicable
25           ..............................................................  Nationwide Life Insurance Company
26           ..............................................................  Not Applicable
27           ..............................................................  Nationwide Life Insurance Company
28           ..............................................................  Company Management
29           ..............................................................  Company Management
30           ..............................................................  Not Applicable
31           ..............................................................  Not Applicable
32           ..............................................................  Not Applicable
33           ..............................................................  Not Applicable
34           ..............................................................  Not Applicable
35           ..............................................................  Nationwide Life Insurance Company
36           ..............................................................  Not Applicable
37           ..............................................................  Not Applicable
38           ..............................................................  Distribution of The Policies
39           ..............................................................  Distribution of The Policies
40           ..............................................................  Not Applicable
41(a)        ..............................................................  Distribution of The Policies
42           ..............................................................  Not Applicable
43           ..............................................................  Not Applicable
44           ..............................................................  How The Cash Value Varies
45           ..............................................................  Not Applicable
46           ..............................................................  How The Cash Value Varies
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
N-8B-2 Item                                                                         Caption in Prospectus
- -----------                                                                         ---------------------
<S>                                                                          <C>
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
                              One Nationwide Plaza
                            Columbus, Ohio 43218-2150
                       (800) 547-7548, TDD (800) 238-3035

            MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICIES*
                   ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                   THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT

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

   
The Policies described in this prospectus may meet the definition of "modified
endowment contracts" under Section 7702A of the Internal Revenue Code (the
"Code"). The Code provides for taxation of surrenders, partial surrenders,
loans, collateral assignments and other pre-death distributions from modified
endowment contracts in the same way annuities are taxed. Any distribution is
taxable to the extent the Cash Value of the Policy exceeds, at the time of the
distribution, the premiums paid into the Policy. The Code also provides for a
10% tax penalty on the taxable portion of such distributions. That penalty is
applicable unless the distribution is 1) paid after the Policy Owner is 59-1/2
or disabled; or 2) the distribution is part of an annuity to the Policy Owner as
defined in the Code (see "Tax Matters").
    

It may not be advantageous to replace existing insurance with Policies described
in this prospectus. It may also be disadvantageous to purchase a policy to
obtain additional insurance protection if the purchaser already owns another
variable life insurance policy. The policies may not be advantageous for persons
who may wish to make policy loans or withdrawals prior to attaining age 59-1/2
(see "Tax Matters"). The Policy Owner may allocate premiums and Cash Value to
one or more of the sub-accounts of the Variable Account and the Fixed Account.
The assets of each sub-account will be used to purchase, at net asset value,
shares of a designated underlying Mutual Fund of the following series of the
underlying Variable Account Mutual Fund options:

   
               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.

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."

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

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

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

   
                   The date of this Prospectus is May 1, 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 proceeds due on the Insured's death are
paid.

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

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

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

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

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

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

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

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

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

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

POLICY ANNIVERSARY- An anniversary of the Policy Date.

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>   6
                                TABLE OF CONTENTS
   
<TABLE>
<S>                                                                                                                     <C>
GLOSSARY OF TERMS.....................................................................................................   2
SUMMARY OF THE POLICIES...............................................................................................   5
         Variable Life Insurance......................................................................................   5
         The Variable Account and its Sub-Accounts....................................................................   5
         The Fixed Account............................................................................................   5
         Deductions and Charges.......................................................................................   6
         Premiums.....................................................................................................   6
NATIONWIDE LIFE INSURANCE COMPANY.....................................................................................   6
THE VARIABLE ACCOUNT..................................................................................................   7
         Investments of the Variable Account..........................................................................   7
         Van Kampen American Capital Life Investment Trust............................................................   7
         Reinvestment.................................................................................................   9
         Transfers....................................................................................................   9
         Dollar Cost Averaging........................................................................................   9
         Substitution of Securities...................................................................................   9
         Voting Rights................................................................................................  10
INFORMATION ABOUT THE POLICIES........................................................................................  10
         Underwriting and Issuance....................................................................................  10
         -Minimum Requirements for Issuance of a Policy...............................................................  10
         -Premium Payments............................................................................................  10
         -Allocation of Cash Value....................................................................................  10
         -Short-Term Right to Cancel Policy...........................................................................  11
POLICY CHARGES........................................................................................................  11
         Deductions from Premiums.....................................................................................  11
         Deductions from Cash Value...................................................................................  11
         -Charges on Surrender........................................................................................  11
         -Annual Administrative Charge................................................................................  12
         -Cost of Insurance Charge....................................................................................  12
         Deductions from the Sub-Accounts.............................................................................  12
         -Mortality and Expense Risk Charge...........................................................................  13
         -Administrative Expense Charge...............................................................................  13
         -Premium Tax Recovery Charge.................................................................................  13
         -Income Tax Charge...........................................................................................  13
HOW THE CASH VALUE VARIES.............................................................................................  13
         How the Investment Experience is Determined..................................................................  13
         Net Investment Factor........................................................................................  14
         Valuation of Assets..........................................................................................  14
         Determining The Cash Value...................................................................................  14
         Valuation Periods and Valuation Dates........................................................................  14
SURRENDERING THE POLICY FOR CASH......................................................................................  15
         Right to Surrender...........................................................................................  15
         Cash Surrender Value.........................................................................................  15
         Partial Surrenders...........................................................................................  15
         Maturity Proceeds............................................................................................  15
         Income Tax Withholding.......................................................................................  15
POLICY LOANS..........................................................................................................  16
         Taking a Policy Loan.........................................................................................  16
         Effect on Investment Performance.............................................................................  16
         Interest.....................................................................................................  16
         Effect on Death Benefit and Cash Value.......................................................................  16
         Repayment....................................................................................................  16
HOW THE DEATH BENEFIT VARIES..........................................................................................  17
         -Calculation of the Death Benefit............................................................................  17
         -Proceeds Payable on Death...................................................................................  18
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY..........................................................................  18
CHANGES OF INVESTMENT POLICY..........................................................................................  18
GRACE PERIOD..........................................................................................................  18
REINSTATEMENT.........................................................................................................  19
THE FIXED ACCOUNT OPTION..............................................................................................  19
CHANGES IN EXISTING INSURANCE COVERAGE................................................................................  19
         Changes in the Specified Amount..............................................................................  19
         Changes in the Death Benefit Option..........................................................................  20
OTHER POLICY PROVISIONS...............................................................................................  20
</TABLE>
    

                                       3
<PAGE>   7
   
<TABLE>
<S>                                                                                                                     <C>
         Policy Owner.................................................................................................  20
         Beneficiary..................................................................................................  20
         Assignment...................................................................................................  20
         Incontestability.............................................................................................  20
         Error in Age or Sex..........................................................................................  20
         Suicide......................................................................................................  20
         Nonparticipating Policies....................................................................................  21
LEGAL CONSIDERATIONS..................................................................................................  21
DISTRIBUTION OF THE POLICIES..........................................................................................  21
CUSTODIAN OF ASSETS...................................................................................................  21
TAX MATTERS...........................................................................................................  21
         Policy Proceeds..............................................................................................  21
         Taxation of the Company......................................................................................  22
         Other Considerations.........................................................................................  22
THE COMPANY...........................................................................................................  22
COMPANY MANAGEMENT....................................................................................................  23
         Directors of the Company.....................................................................................  23
         Executive Officers of the Company............................................................................  24
OTHER CONTRACTS ISSUED BY THE COMPANY.................................................................................  24
STATE REGULATION......................................................................................................  24
REPORTS TO POLICY OWNERS..............................................................................................  25
ADVERTISING...........................................................................................................  25
LEGAL PROCEEDINGS.....................................................................................................  25
EXPERTS...............................................................................................................  25
REGISTRATION STATEMENT................................................................................................  25
LEGAL OPINIONS........................................................................................................  25
APPENDIX 1............................................................................................................  26
APPENDIX 2............................................................................................................  27
FINANCIAL STATEMENTS..................................................................................................  38
</TABLE>
    

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

                                       4

<PAGE>   8
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                             SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

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

However, the Policies differ from fixed-benefit whole life insurance in several
respects. Unlike fixed-benefit whole life insurance, the Death Benefit and Cash
Value of the Policies may increase or decrease to reflect the investment
performance of the Variable Account sub-accounts or the Fixed Account to which
Cash Values are allocated (see "How the Death Benefit Varies"). There is no
guaranteed Cash Surrender Value (see "How the Cash Value Varies"). If the Cash
Surrender Value is insufficient to pay Policy Charges, the Policy will lapse.

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

   
The Company places the Policy's Cash Value in the Nationwide VLI Separate
Account (the "Variable Account") at the time the Policy is issued. The Policy
Owner chooses the sub-accounts of the Variable Account or the Fixed Account into
which the Cash Value will be allocated (see "Allocation of Cash Value"). During
the free look period, however, the Cash Value is allocated to the money market
fund or the Fixed Account. For more information on the short term right to
cancel this policy, please see "Short Term Right to Cancel Policy". At present,
there are five sub-accounts. Assets of each sub-account are invested at Net
Asset Value in shares of a corresponding underlying Mutual Fund option. For a
description of the underlying Mutual Fund options and their investment
objectives, see "Investments of the Variable Account."
    

THE FIXED ACCOUNT

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

DEDUCTIONS AND CHARGES

The Company deducts certain charges from the assets of the Variable Account and
the Cash Value of the Policy. These charges are made for administrative and
sales expenses, state premium taxes, providing life insurance protection and
assuming the mortality and expense risks.

The Company deducts a charge for the cost of insurance from the Policy's Cash
Value on the Policy Date and each Monthly Anniversary Day. The Company deducts
an annual policy administrative charge from the Policy's Cash Value at the
beginning of each Policy Year after the first. The current annual charge is $90
($65 in New York) for total premium payments less than $25,000 and $50 for total
premium payments greater than or equal to $25,000. This charge is guaranteed
never to exceed $135 ($120 in New York) for total premium payments less than
$25,000 and $75 for total premium payments greater than or equal to $25,000. The
Company also deducts on a daily basis from the assets of the Variable Account a
charge to provide for mortality and expense risks, administrative charges and
premium tax recovery. These current charges are equal on an annual basis to
1.30% of the Variable Account assets for the first 10 Policy Years and 1.00%
thereafter and are guaranteed never to exceed 1.60% and 1.30% respectively. For
Policies which are surrendered, the Company may deduct a Surrender Charge. The
Surrender Charge associated with each premium payment will not exceed 8.5% of
the premium payment, and will be applied for nine years after the effective date
of the premium payment. The Surrender Charge is designed to recover certain
expenses incurred by the Company related to the sale of Policies.

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

                                       5
<PAGE>   9
UNDERLYING MUTUAL FUND ANNUAL EXPENSES
   
<TABLE>
<S>                                                                                                  <C>
     Asset Allocation Fund (formerly "Multiple Strategy Fund")
       Management Fees ............................................................................      0.36    %
                                                                                                     ------------
       Other Expenses..............................................................................      0.24    %
                                                                                                     ------------
         Total underlying Mutual Fund  Expenses....................................................      0.60    %
                                                                                                     ------------
     Domestic Income Fund (formerly "Domestic Strategic Income Fund")
                                                                     
       Management Fees.............................................................................      0.17    %
                                                                                                     ------------
       Other Expenses..............................................................................      0.43    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      0.60    %
                                                                                                     ------------
     Emerging Growth Fund
                          
       Management Fees.............................................................................      0.00    %
                                                                                                     ------------
       Other Expenses..............................................................................      2.50    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      2.50    %
                                                                                                     ------------
     Enterprise Fund (formerly "Common Stock Fund")
       Management Fees ............................................................................      0.42    %
                                                                                                     ------------
       Other Expenses..............................................................................      0.18    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      0.60    %
                                                                                                     ------------
     Global Equity Fund
                         
       Management Fees.............................................................................      0.00    %
                                                                                                     ------------
       Other Expenses..............................................................................      4.35    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      4.35    %
                                                                                                     ------------
     Government Fund
                    
       Management Fees.............................................................................      0.38    %
                                                                                                     ------------
       Other Expenses..............................................................................      0.22    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      0.60    %
                                                                                                     ------------
     Money Market Fund
                      
       Management Fees.............................................................................      0.17    %
                                                                                                     ------------
       Other Expenses..............................................................................      0.43    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      0.60    %
                                                                                                     ------------
     Real Estate Securities Fund
                                  
       Management Fees.............................................................................      0.60    %
                                                                                                     ------------
       Other Expenses..............................................................................      1.90    %
                                                                                                     ------------
         Total underlying Mutual Fund Expenses.....................................................      2.50    %
                                                                                                     ------------
</TABLE>
    

   
The 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 option. The information relating to the underlying Mutual
Fund expenses was provided by the underlying Mutual Fund and was not
independently verified by the Company.
    

PREMIUMS

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

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

                        NATIONWIDE LIFE INSURANCE COMPANY

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

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

                                       6
<PAGE>   10
                              THE VARIABLE ACCOUNT

   
The Nationwide VLI Separate Account (the "Variable Account"), was established by
a resolution of the Company's Board of Directors, on August 8, 1984, pursuant to
the provisions of Ohio law. The Company has caused the Variable Account to be
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940.
Nationwide Life Insurance Company, One Nationwide Plaza, Columbus, Ohio 43216
serves as trustee for the trust. Nationwide Financial Services, Inc., One
Nationwide Plaza, Columbus, Ohio 43216 serves as principal underwriter for the
trust. Such registration does not involve supervision of the management of the
Variable Account or the Company by the Securities and Exchange Commission.
    

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

Premium payments and Cash Value are allocated within the Variable Account among
one or more sub-accounts. The assets of each sub-account are used to purchase
shares of the underlying Mutual Funds designated by the Policy Owner. Thus, the
investment performance of a Policy depends upon the investment performance of
the underlying Mutual Funds designated by the Policy Owner.

INVESTMENTS OF THE VARIABLE ACCOUNT

   
At the time of application, the Policy Owner elects to have the Cash Value
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account (see "Allocation of Cash Value"). When the policy is issued, the
Policy's Cash Value not allocated to the Fixed Account is placed in the Money
Market Fund Sub-Account (for any Cash Value Allocated to a Sub-Account on the
application) or the Fixed Account, as designated by the Policy Owner, until
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy. At the expiration of the period in which
the Policy Owner may exercise his or her short-term right to cancel the Policy,
shares of the underlying Mutual Funds specified by the Policy Owner are
purchased at Net Asset Value for the respective sub-account(s). Such election is
subject to any minimum premium limitations which may be imposed by the
underlying Mutual Fund option(s). In addition, no less than 5% of premium may be
allocated to any one sub-account or the Fixed Account. The Policy Owner may
change the allocation of Cash Value or may transfer Cash Value from one
sub-account to another, subject to such terms and conditions as may be imposed
by each underlying Mutual Fund and as set forth in this prospectus (see
"Transfers", "Allocation of Cash Value" and "Short-Term Right to Cancel
Policy"). Additional Premium Payments, upon acceptance, will be allocated to the
Nationwide Separate Account Trust Money Market Fund unless the Policy Owner
specifies otherwise (see "Premium Payments").
    

   
Each of the underlying Mutual Fund options receives investment advice from Van
Kampen American Capital Asset Management, Inc., which is paid fees for its
services by the underlying Mutual Funds. A summary of investment objectives is
contained in the description of each underlying Mutual Fund below. These
underlying Mutual Fund options are available only to serve as the underlying
investment for variable annuity and variable life contracts issued through
separate accounts of life insurance companies which may or may not be
affiliated, also known as "mixed and shared funding." There are certain risks
associated with mixed and shared funding, which is disclosed in the underlying
Mutual Funds' prospectuses. A full description of the underlying Mutual Fund
options, their investment policies and restrictions, risks and charges are
contained in the prospectuses of the respective underlying Mutual Funds. A
prospectus for the underlying Mutual Fund option(s) being considered must
accompany this prospectus and should be read in conjunction herewith.
    

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. 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 

                                        7
<PAGE>   11
       portfolio from time to time based upon an evaluation of economic and
       market trends and the anticipated relative total return available from a
       particular type of security.

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

   
       EMERGING GROWTH FUND
    

   
       The investment objective of this Fund is to seek capital appreciation by
       investing in a portfolio of securities consisting principally of common
       stocks of small and medium sized companies considered by Van Kampen
       American Capital Asset Management, Inc. ("the Adviser"), 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
       potential for capital appreciation. Any income received on such
       securities is incidental to the objective of capital appreciation.

   
       GLOBAL EQUITY FUND
    

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

   
       GOVERNMENT FUND
    

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

   
       MONEY MARKET FUND
    

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

   
       REAL ESTATE SECURITIES FUND
    

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

                                       8
<PAGE>   12

REINVESTMENT

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

TRANSFERS

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

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

   
Transfers may be made once per Valuation Date and may be made either in writing
or, in states allowing such transfers, by telephone. The Company will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. Such procedures may include any or all of the following, or such other
procedures as the Company may, from time to time, deem reasonable: requesting
identifying information, such as name, contract number, Social Security number,
and/or personal identification number; tape recording all telephone
transactions, and providing written confirmation thereof to both the Policy
owner and any agent of record at the last address of record. Although failure to
follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. The Company may withdraw the telephone
exchange privilege upon 30 days written notice to Policy Owners.
    

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

DOLLAR COST AVERAGING

The Policy Owner may direct the Company to automatically transfer from the Money
Market sub-account or the Fixed Account to any other sub-account within the
Variable Account on a monthly basis. This service is intended to allow the
Policy Owner to utilize Dollar Cost Averaging, a long-term investment program
which provides for regular, level investments over time. The Company makes no
guarantees that Dollar Cost Averaging will result in a profit or protect against
loss in a declining market. To qualify for Dollar Cost Averaging there must be a
minimum total Cash Value, less policy indebtedness, of $15,000. Transfers for
purposes of Dollar Cost Averaging can only be made from the Money Market
sub-account or the Fixed Account. The minimum monthly Dollar Cost Averaging
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 underlying Mutual Fund options described in this prospectus
should no longer be available for investment by the Variable Account or, if in
the judgment of the Company's management further investment in such underlying
Mutual Funds should become inappropriate 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 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.
    

                                       9
<PAGE>   13
VOTING RIGHTS

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

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

   
The Policy Owner shall have the voting interest under a Policy. The number of
shares in each sub-account for which the Policy Owner may give voting
instructions is determined by dividing any portion of the Policy's Cash Value
derived from participation in that underlying Mutual Fund by the Net Asset Value
of one share of that underlying Mutual Fund. The number of shares which a person
has a right to vote will be determined as of a date chosen by the Company, but
not more than 90 days prior to the meeting of the underlying Mutual Fund. Voting
instructions will be solicited by written communication at least 21 days prior
to such meeting.
    

Underlying Mutual Fund shares held in 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.

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

The minimum amount of initial premium that will be accepted by the Company is
$10,000. Policies may be issued to Insureds issue ages 80 or younger. Before
issuing any Policy, the Company requires evidence of insurability satisfactory
to it, which may include a medical examination.

- -Premium Payments

   
The initial premium for a Policy is payable in full at the Company's Home
Office. The minimum amount of initial premium required is $10,000 for issue ages
75 or younger and $50,000 for issue ages 76 through 80. The Specified Amount is
determined by treating the initial premium as equal to 100% of the Guideline
Single Premium. Upon payment of an initial premium, temporary insurance may be
provided, subject to a maximum amount. The effective date of permanent insurance
coverage is dependent upon completion of all underwriting requirements, payment
of the initial premium, and delivery of the Policy while the Insured is still
living.
    

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

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

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

Payment of additional premiums if accepted, may increase the Specified Amount of
insurance. However, the Company reserves the right to require satisfactory
evidence of insurability before accepting any additional premium payment which
results in an increase in the net amount at risk. The Company may also require
that any existing Policy indebtedness is repaid prior to accepting any
additional premium payments.

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

- -Allocation of Cash Value

   
At the time a Policy is issued, its Cash Value will be based on the Money Market
Fund Sub-Account value or the Fixed Account as if the Policy had been issued and
the premium invested on the date the premium was 
    

                                       10
<PAGE>   14
   
received in good order by the Company. When the Policy is issued, the Cash Value
will be allocated to the Money Market Fund Sub-Account (for any Cash Value
Allocated to a Sub-Account on the application) or the Fixed Account until the
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy. Cash Value not designated for the Fixed
Account will be placed in the Money Market 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 Mutual Funds specified by the Policy Owner
are purchased at Net Asset Value for the respective sub-account(s). The Policy
Owner may change the allocation of Cash Value or may transfer Cash Value from
one sub-account to another, subject to such terms and conditions as may be
imposed by each underlying Mutual Fund option and as set forth in the
prospectus. Cash Value allocated to the Fixed Account at the time of application
may not be transferred prior to the first Policy Anniversary (see "Transfers"
and "Investments of the Variable Account").
    

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

- -Short-Term Right to Cancel Policy

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

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

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

DEDUCTIONS FROM CASH VALUE

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

- -Charges on Surrender

No charges are deducted from any premium payment. The Company incurs certain
expenses related to the sale of the Policies. These expenses include commissions
paid to sales personnel, the cost of sales literature and other promotional
activity. To recover these expenses, the Company imposes a Surrender Charge. The
Surrender Charge may be insufficient to recover all these expenses. Unrecovered
expenses are born by the Company's general assets which may include profits, if
any, from Mortality and Expense Risk Charges.

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

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

                                       11
<PAGE>   15
   
In no event will the Surrender Charge deducted on surrender exceed 8.5% of the
total premiums paid.
    

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

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

- -Annual Administrative Charge

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

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

- -Cost of Insurance Charge

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

Guaranteed cost of insurance charges will not exceed the cost based on the
guaranteed cost of insurance rate and the Policy's net amount at risk.
Guaranteed cost of insurance rates for Standard-Simplified issues are based on
the 1980 Commissioner's Extended Term Mortality Table, Age Last Birthday (1980
CET). Guaranteed cost of insurance rates for Standard Preferred issues are based
on the 1980 Commissioner's Standard Ordinary Mortality Table, Age Last Birthday
(1980 CSO). Guaranteed cost of insurance rates for substandard issues are based
on appropriate percentage multiples of the 1980 CSO. These mortality tables are
sex distinct. In addition, separate mortality tables will be used for standard
and non-tobacco.

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

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

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

</TABLE>

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

                                       12
<PAGE>   16
These charges consist of the following items:

- -Mortality and Expense Risk Charge

The Company assumes certain risks for guaranteeing mortality and expense
charges. The mortality risk assumed under the Policies is that the Insured may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and administering the Policies may be greater than
expected. In addition, the Company assumes risks associated with the nonrecovery
of policy issue, underwriting, and other administrative expenses due to Policies
which lapse or are surrendered during the first ten years following each premium
payment.

To compensate the Company for assuming these risks associated with the Policies,
the Company deducts a daily charge from the assets of the sub-accounts of the
Variable Account. This charge currently is equivalent to an effective annual
rate of 0.75%. To the extent that future levels of mortality and expenses are
less than or equal to those expected, the Company may realize a profit from
these charges. This charge is guaranteed not to exceed 0.90%.

- -Administrative Expense Charge

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

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

- -Premium Tax Recovery Charge

Premium taxes are not deducted at the time a premium is paid. The Company pays
any state premium taxes attributable to a particular Policy when incurred by the
Company. The Company expects to pay an average state premium tax rate of
approximately 2.5% of premiums for all states, although such tax rates gradually
can range from 0% to 4%. To reimburse the Company for the payment of state
premium taxes associated with the Policies, during the first ten Policy Years
the Company deducts a daily charge from the assets of the sub-accounts. This
charge is computed on a daily basis, and is equivalent to an annual effective
rate of 0.30% of the assets of the Variable Account during the first ten Policy
Years, and 0% thereafter. This charge may be more or less than the amount
actually assessed by the state in which a particular Policy owner lives. The
Company does not expect to make a profit from this charge.

- -Income Tax Charge

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

                            HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

The Cash Value in each sub-account is converted to Accumulation Units of that
sub-account. The conversion is accomplished by dividing the amount of Cash Value
allocated to a sub-account by the 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 

                                       13
<PAGE>   17
Period. The value of an Accumulation Unit may increase or decrease from
Valuation Period to Valuation Period. The number of Accumulation Units will not
change as a result of investment experience.

NET INVESTMENT FACTOR

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

(a)   is the net of:

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

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

   
(b)   is the net of:

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

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

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

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

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

VALUATION OF ASSETS

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

DETERMINING THE CASH VALUE

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

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

VALUATION PERIODS AND VALUATION DATES

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

                                       14
<PAGE>   18
                        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 guarantor institution as defined by the federal security
laws and regulations. In some cases, the Company may require additional
documentation of a customary nature.
    

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

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

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

      2      Partial surrenders must not result in a reduction of the Cash
             Surrender Value below $10,000; and

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


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

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

MATURITY PROCEEDS

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

INCOME TAX WITHHOLDING

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

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

   
In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following: (1) the value each year of the life
insurance protection provided; (2) an amount equal to any employer-paid
premiums; or (3) some or all of the amount by which the current value of the
contract exceeds the employer's interest in the contract. 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.
    

                                       15
<PAGE>   19
                                  POLICY LOANS

TAKING A POLICY LOAN

The Policy Owner may take a loan using the Policy as security. During the first
year, maximum Policy indebtedness is limited to 50% of the Cash Surrender Value
less interest due on the next Policy Anniversary. After the first Policy Year,
the maximum Policy indebtedness is limited to 90% of the Cash Surrender Value
less interest due on the next Policy Anniversary. The Company will not grant a
loan for an amount less than $1,000 ($200 in Connecticut, $500 in New York).
Should the Death Benefit become payable, the Policy be surrendered, or the
Policy mature while a loan is outstanding, the amount of Policy indebtedness
will be deducted from the Death Benefit, Cash Surrender Value or the Maturity
Value, respectively.

Maximum Policy indebtedness, in Texas, is limited to 90% of the Cash Surrender
Value in the sub-accounts and 100% of the Cash Surrender Value in the Fixed
Account less interest due on the next Policy Anniversary.

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

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

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

Policy Loans will be currently credited interest daily at an annual effective
rate of 5.0%. This rate is guaranteed never to be lower than 4%. The Company may
change the current interest crediting rate on Policy Loans at any time at its
sole discretion. This earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary.
It will be allocated according to the underlying Mutual Fund Allocation Factors
in effect at the time of the transfer.

The loan interest rate is 6% per year for all Policy Loans. Interest is charged
daily and is payable at the end of each Policy year. Unpaid interest will be
added to the existing policy indebtedness as of the due date and will be charged
interest at the same rate as the rest of the indebtedness.

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

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

REPAYMENT

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

                                       16
<PAGE>   20
                          HOW THE DEATH BENEFIT VARIES

- -Calculation of the Death Benefit

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

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

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

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

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

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

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

       The term "applicable percentage" means:

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

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

                    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%
</TABLE>

                                       17
<PAGE>   21
<TABLE>
<CAPTION>
     Attained         Percentage        Attained         Percentage        Attained         Percentage
       Age          of Cash Value          Age         of Cash Value          Age         of Cash Value
       ---          -------------          ---         -------------          ---         -------------
<S>                 <C>                 <C>            <C>                 <C>            <C>
        50               185%              70               115%              90               105%
        51               178%              71               113%              91               104%
        52               171%              72               111%              92               103%
        53               164%              73               109%              93               102%
        54               157%              74               107%              94               101%

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

- -Proceeds Payable on Death

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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

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

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

                          CHANGES OF INVESTMENT POLICY

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

The new policy will not be affected by the investment experience of any Variable
Account. The New Policy will be for an amount of insurance not exceeding the
Death Benefit of the Policy converted on the date of such conversion.

                                  GRACE PERIOD

If the Cash Surrender Value in the Policy is insufficient to pay the Cost of
Insurance Charges, Policy loan interest, or other charges which become due but
are unpaid, a grace period of 61 days will be allowed for payment of sufficient
premium to continue the Policy in force. The Company will notify the Policy
Owner of the amount required to continue the Policy in force. If the required
amount is not received within 61 days of the notice, the Policy will terminate
without value. If the Insured dies during the Grace Period, the Company will pay
the Death Proceeds.

                                       18
<PAGE>   22
                                  REINSTATEMENT

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

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

2.     providing evidence of insurability satisfactory to the Company;

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

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

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

   
The effective date of a reinstated Policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by the
Company. If the Policy is reinstated, the Cash Value on the date of
reinstatement, but prior to applying any premiums or loan repayments received,
will be set equal to the appropriate Surrender Charge. Such Surrender Charge
will be based on the length of time from the date of premium payments to the
effective date of the reinstatement. Unless the Policy Owner has provided
otherwise, the allocation of the amount of the Surrender Charge, additional
premium payments, and any loan repayments will be based on the underlying Mutual
Fund Allocation factors in effect at the start of the Grace Period.
    

                            THE FIXED ACCOUNT OPTION

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

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

                     CHANGES IN EXISTING INSURANCE COVERAGE

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

CHANGES IN THE SPECIFIED AMOUNT

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

                                       19
<PAGE>   23
CHANGES IN THE DEATH BENEFIT OPTION

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

                             OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

If any Beneficiary predeceases the Insured, that Beneficiary's interest passes
to any surviving beneficiary, unless otherwise provided. Multiple beneficiaries
will be paid in equal shares, unless otherwise provided. If no named Beneficiary
survives the Insureds, the proceeds shall be paid to the Policy Owner or the
Policy Owner's estate.

ASSIGNMENT

   
While the Insured is living, the Policy Owner may assign his or her rights in
the Policy. The assignment must be in writing, signed by the Policy Owner and
recorded by the Company at its Home Office. The Company is not responsible for
any assignment not submitted for recording, nor is the Company responsible for
the sufficiency or validity of any assignment.
    

The assignment will be subject to any indebtedness owed to the Company before it
was recorded.

INCONTESTABILITY

The Company will not contest a Death Benefit based on representations in any
written application when such benefit has been in force, during the lifetime of
the Insured, for two years.

ERROR IN AGE OR SEX

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

SUICIDE

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

                                       20
<PAGE>   24
NONPARTICIPATING POLICIES

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

                              LEGAL CONSIDERATIONS

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

                                       DISTRIBUTION OF THE POLICIES

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

   
Nationwide Financial Services, Inc., One Nationwide Plaza, Columbus, Ohio 43216,
("NFS") acts as general distributor for the Nationwide Multi-Flex Variable
Account, Nationwide DC Variable Account, Nationwide Variable Account-II,
Nationwide Variable Account-5, Nationwide Variable Account-6, Nationwide
Variable Account-8, Nationwide VA Separate Account-A, Nationwide VA Separate
Account-B, Nationwide VA Separate Account-C, Nationwide VL Separate Account-A,
Nationwide VLI Separate Account -2, Nationwide VLI Separate Account-3, NACo
Variable Account and the Nationwide Variable Account, all of which are separate
investment accounts of the Company or its affiliates. NFS is a wholly owned
subsidiary of the Company.

NFS also acts as principal underwriter for the Nationwide Investing Foundation,
Nationwide Separate Account Trust, Financial Horizons Investment Trust, and
Nationwide Investing Foundation II, which are open-end management investment
companies.
    

Gross commissions paid by the Company on the sale of these Policies plus fees
for marketing services provided by the General Distributor are not more than
7.50% of the premiums paid.

                               CUSTODIAN OF ASSETS

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

                                   TAX MATTERS

POLICY PROCEEDS

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

   
The Policies described in this prospectus, meet the definition of "modified
endowment contracts" under Section 7702A of the Code. The Code defines modified
endowment contracts as those policies issued or materially changed after June
21, 1988 on which the total premiums paid during the first seven years exceed
the amount that would have been paid if the policy provided for paid up benefits
after seven level annual premiums. The policies offered in this prospectus
typically fall within this definition. The Code provides for taxation of
surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from modified endowment contracts in the same way
annuities are taxed. Any distribution is taxable to the extent the Cash Value of
the Policy exceeds, at the time of the distribution, the premiums paid into the
Policy. The Code generally provides for a 10% tax penalty on the taxable portion
of such distributions. That penalty is applicable unless the distribution is:
(1) paid after the Policy Owner is 59-1/2 or disabled; or (2) the distribution
is part of an annuity to the Policy Owner as defined in the Code.
    

Even though exchanges under Section 1035 of the Code qualify as material
changes, certain exchanges of pre-June 22, 1988 policies may retain their
non-modified endowment status. Therefore, the policies offered by this
prospectus may or may not be issued as modified endowment contracts. The Company
will monitor premiums 

                                       21
<PAGE>   25
paid and will notify the Policy Owner when the policy's non-modified endowment
status is in jeopardy. If a policy is not a modified endowment contract, a cash
distribution during the first fifteen years after a policy is issued which
causes a reduction in death benefits may still become fully or partially taxable
to the Owner pursuant to Section 7702(f)(7) of the Code. The Policy Owner should
carefully consider this potential effect and seek further information before
initiating any changes in the terms of the policy. Under certain conditions, a
policy may become a modified endowment as a result of certain material changes
or a reduction in benefits as defined by Section 7702A(c) of the Code.

   
In addition to meeting the tests required under Sections 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations 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.
    

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

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

TAXATION OF THE COMPANY

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

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

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

OTHER CONSIDERATIONS

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

                                   THE COMPANY

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

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

   
The Company serves as depositor for the 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, the NACo Variable Account and the 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

                                       22
<PAGE>   26
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.

DIRECTORS OF THE COMPANY
   
<TABLE>
<CAPTION>
                                 Director
         Name                     Since    Principal Occupation
         ----                     -----    --------------------
<S>                              <C>       <C>
Lewis J. Alphin                    1993    Farm Owner and Operator (1)
Keith W. Eckel                     1996    Partner and Manager, Fred W. Eckel Sons and Eckel Farms, Inc. (1)
Willard J. Engel                   1994    General Manager Lyon County Cooperative Oil Company (1)
Fred C. Finney                     1992    Owner and Operator, Moreland Fruit Farm; Operator, Melrose Orchard
Charles L. Fuellgraf, Jr.*+        1969    Chief Executive Officer, Fuellgraf Electric Company, Electrical
                                           Construction and Engineering Services (1)
Joseph J. Gasper*+                 1996    President and Chief Operating Officer, Nationwide Life Insurance
                                           Company and Nationwide Life and Annuity Company
Henry S. Holloway*+                1986    Farm Owner and Operator (1)
D. Richard McFerson*+              1988    Chairman and Chief Executive Officer, Nationwide Insurance
                                           Enterprise Company (2)
David O. Miller*+                  1985    Farm Owner and Land Developer; President, Owen Potato Farm, Inc.;
                                           Partner, M&M Enterprises (1)
C. Ray Noecker                     1994    Farm Owner and Operator (1)
James F. Patterson +               1989    Vice President, Pattersons, Inc.; President Patterson Farms, Inc.
Arden L. Shisler*+                 1984    Partner and Manager, Sweetwater Beef Farms; President and Chief
                                           Executive Officer, K&B Transport, Inc. (1)
Robert L. Stewart                  1989    Farm Owner and Operator; Owner, Sunnydale Mining (1)
Nancy C. Thomas *                  1986    Farm Owner and Operator, Da-Ma-Lor Farm (1)
</TABLE>
    

                                       23
<PAGE>   27
   
<TABLE>
<S>                                <C>     <C>
Harold W. Weihl                    1990    Farm Owner and Operator, Weihl Farm (1)
</TABLE>
    
- --------------------

*Member, Executive Committee               +Member, Investment Committee

1)     Principal occupation for last five years.

   
2)     Prior to assuming this current position, Messrs. McFerson and Gasper
       held other executive management positions with the companies.

Each of the directors is a director of the other major affiliates of the
Nationwide Insurance Enterprise, except Mr. Gasper who is a director only of the
Company and Nationwide Life Insurance Company. Messrs. McFerson and Gasper 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.
    

EXECUTIVE OFFICERS OF THE COMPANY

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

Joseph J. Gasper                             President and Chief Operating Officer

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

Robert A. Oakley                             Executive Vice President-Chief Financial Officer

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

James E. Brock                               Senior Vice President - Life Company Operations

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

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

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

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

   
Mr. Gasper is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company. Each of the other officers listed above is also an
officer of each of the companies comprising the Nationwide Insurance Enterprise.
Each of the executive officers listed above has been associated with the
registrant in an executive capacity for more than the past five years, except
Mr. Folk, who joined the Registrant in 1993. From 1983-1993, Mr. Folk served as
a partner at the accounting firm KPMG Peat Marwick LLP.
    

                      OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

The Company is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department. An annual statement in a prescribed
form is filed with the Insurance Department each year covering the operation of
the Company for the preceding year and its financial condition as of the end of
such year. Regulation by the Insurance Department includes periodic examination
to determine the Company's contract liabilities and reserves so that the
Insurance Department may certify the items are correct. The Company's books and
accounts are subject to review by the Insurance Department at all times and a
full examination of its operations is conducted periodically by the National
Association of Insurance

                                       24
<PAGE>   28
Commissioners. Such regulation does not, however, involve any supervision of
management or investment practices or policies. In addition, the Company is
subject to regulation under the insurance laws of other jurisdictions in which
it may operate.

                            REPORTS TO POLICY OWNERS

The Company will mail to the Policy Owner, at the last known address of record,
an annual statement showing the amount of the current Death Benefit, the Cash
Value, and Cash Surrender Value, premiums paid and monthly charges deducted
since the last report, the amounts invested in the Fixed Account and in the
Variable Account and in each sub-account of the Variable Account, and any Policy
debt, as well as interest on the debt for the preceding year.

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

In addition, Policy Owners will receive statements of significant transactions,
such as change in Specified Amount, change in Death Benefit Option, changes in
future premium allocation, transfers among sub-accounts, premium payments,
loans, increase in loan principal, loan repayments, unpaid loan interest added
to principal, reinstatement and termination.

                                   ADVERTISING

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

                                LEGAL PROCEEDINGS

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

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

                                     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.

                                       25
<PAGE>   29
                                   APPENDIX 1

         ILLUSTRATIONS OF WHEN ADDITIONAL PREMIUM PAYMENTS ARE PERMITTED

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

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

                                       26
<PAGE>   30
                                   APPENDIX 2

                          ILLUSTRATIONS OF CASH VALUES
                              CASH SURRENDER VALUES
                               AND DEATH BENEFITS

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

The amounts shown for the Cash Value, Cash Surrender Value and Death Benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return. This is due
to the daily charges made against the assets of the sub-accounts for assuming
mortality and expense risks, recovering premium taxes and providing for
administrative expenses. On a current basis, these charges are equivalent to an
annual effective rate of 1.30% in the first 10 policy years and 1.00%
thereafter. On a guaranteed basis, these charges are equivalent to an annual
maximum effective rate of 1.60% in the first 10 policy years and 1.30%
thereafter. In addition, the net investment returns also reflect the deduction
of underlying Mutual Fund investment advisory fees and other expenses which are
equivalent to an annual effective rate of 0.60%.

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

The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection. Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy. The values shown are for policies which are
issued as standard (including non-tobacco). Policies issued on a substandard
basis would result in lower Cash Values and Death Benefits than those
illustrated. Death Benefit Option 1 has been assumed in all the illustrations.

In addition, the illustrations reflect the fact that the Company deducts an
annual administrative charge at the beginning of each Policy Year after the
first. The illustrations also reflect the fact that no charges for federal or
state income taxes are currently made against the Variable Account. If such a
charge is made in the future, it will require a higher gross investment return
than illustrated in order to produce the net after-tax returns shown in the
illustrations.

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

                                       27
<PAGE>   31
                $10,000 INITIAL PREMIUM: $43,190 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                    NEW YORK
                                 CURRENT VALUES

<TABLE>
<CAPTION>
                                       0% HYPOTHETICAL                     6% HYPOTHETICAL                  12% HYPOTHETICAL
                                   GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN

             PREMIUMS
            PAID PLUS                       CASH                                 CASH                               CASH
POLICY       INTEREST         CASH          SURR          DEATH       CASH       SURR      DEATH        CASH        SURR       DEATH
  YEAR          AT 5%        VALUE         VALUE        BENEFIT      VALUE      VALUE    BENEFIT       VALUE       VALUE     BENEFIT
  ----          -----        -----         -----        -------      -----      -----    -------       -----       -----     -------
<S>         <C>              <C>           <C>          <C>         <C>        <C>       <C>         <C>        <C>         <C>
     1         10,500        9,590         8,740         43,190     10,170      9,320     43,190      10,751       9,901      43,190
     2         11,025        9,116         8,266         43,190     10,269      9,419     43,190      11,491      10,641      43,190
     3         11,576        8,641         7,841         43,190     10,360      9,560     43,190      12,289      11,489      43,190
     4         12,155        8,165         7,365         43,190     10,442      9,642     43,190      13,151      12,351      43,190
     5         12,763        7,685         6,935         43,190     10,513      9,763     43,190      14,082      13,332      43,190
     6         13,401        7,199         6,499         43,190     10,572      9,872     43,190      15,088      14,388      43,190
     7         14,071        6,705         6,105         43,190     10,615     10,015     43,190      16,175      15,575      43,190
     8         14,775        6,200         5,700         43,190     10,640     10,140     43,190      17,351      16,851      43,190
     9         15,513        5,680         5,280         43,190     10,643     10,243     43,190      18,622      18,222      43,190
    10         16,289        5,141         5,141         43,190     10,621     10,621     43,190      19,998      19,998      43,190
    11         17,103        4,595         4,595         43,190     10,602     10,602     43,190      21,554      21,554      43,190
    12         17,959        4,028         4,028         43,190     10,557     10,557     43,190      23,254      23,254      43,190
    13         18,856        3,440         3,440         43,190     10,484     10,484     43,190      25,115      25,115      43,190
    14         19,799        2,827         2,827         43,190     10,380     10,380     43,190      27,155      27,155      43,190
    15         20,789        2,184         2,184         43,190     10,240     10,240     43,190      29,396      29,396      43,190
    16         21,829        1,509         1,509         43,190     10,061     10,061     43,190      31,862      31,862      43,190
    17         22,920          796           796         43,190      9,835      9,835     43,190      34,580      34,580      44,263
    18         24,066           39            39         43,190      9,557      9,557     43,190      37,552      37,552      47,316
    19         25,270          (*)           (*)            (*)      9,218      9,218     43,190      40,786      40,786      50,575
    20         26,533          (*)           (*)            (*)      8,810      8,810     43,190      44,306      44,306      54,053
    21         27,860          (*)           (*)            (*)      8,325      8,325     43,190      48,138      48,138      57,766
    22         29,253          (*)           (*)            (*)      7,729      7,729     43,190      52,295      52,295      62,231
    23         30,715          (*)           (*)            (*)      7,004      7,004     43,190      56,805      56,805      67,030
    24         32,251          (*)           (*)            (*)      6,131      6,131     43,190      61,695      61,695      72,183
    25         33,864          (*)           (*)            (*)      5,081      5,081     43,190      66,998      66,998      77,718
    26         35,557          (*)           (*)            (*)      3,820      3,820     43,190      72,747      72,747      83,659
    27         37,335          (*)           (*)            (*)      2,300      2,300     43,190      79,008      79,008      89,279
    28         39,201          (*)           (*)            (*)        462        462     43,190      85,836      85,836      95,278
    29         41,161          (*)           (*)            (*)        (*)        (*)        (*)      93,296      93,296     101,693
    30         43,219          (*)           (*)            (*)        (*)        (*)        (*)     101,468     101,468     108,571
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       28
<PAGE>   32
                $10,000 INITIAL PREMIUM: $43,190 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                    NEW YORK
                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                                    0% HYPOTHETICAL                      6% HYPOTHETICAL                  12% HYPOTHETICAL
                                 GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
                                 -----------------------              -----------------------          -----------------------

             PREMIUMS
            PAID PLUS                     CASH                               CASH                                CASH
POLICY       INTEREST        CASH         SURR        DEATH        CASH      SURR        DEATH       CASH        SURR       DEATH
  YEAR          AT 5%       VALUE        VALUE      BENEFIT       VALUE     VALUE      BENEFIT      VALUE       VALUE     BENEFIT
  ----          -----       -----        -----      -------       -----     -----      -------      -----       -----     -------
<S>         <C>             <C>          <C>        <C>          <C>        <C>        <C>         <C>         <C>        <C>
     1         10,500       9,549        8,699       43,190      10,128     9,278       43,190     10,706       9,856      43,190
     2         11,025       8,981        8,131       43,190      10,123     9,273       43,190     11,333      10,483      43,190
     3         11,576       8,414        7,614       43,190      10,106     9,306       43,190     12,005      11,205      43,190
     4         12,155       7,847        7,047       43,190      10,073     9,273       43,190     12,724      11,924      43,190
     5         12,763       7,277        6,527       43,190      10,023     9,273       43,190     13,494      12,744      43,190
     6         13,401       6,701        6,001       43,190       9,953     9,253       43,190     14,320      13,620      43,190
     7         14,071       6,117        5,517       43,190       9,860     9,260       43,190     15,204      14,604      43,190
     8         14,775       5,521        5,021       43,190       9,740     9,240       43,190     16,151      15,651      43,190
     9         15,513       4,907        4,507       43,190       9,587     9,187       43,190     17,165      16,765      43,190
    10         16,289       4,272        4,272       43,190       9,398     9,398       43,190     18,251      18,251      43,190
    11         17,103       3,623        3,623       43,190       9,194     9,194       43,190     19,475      19,475      43,190
    12         17,959       2,941        2,941       43,190       8,943     8,943       43,190     20,795      20,795      43,190
    13         18,856       2,222        2,222       43,190       8,640     8,640       43,190     22,224      22,224      43,190
    14         19,799       1,461        1,461       43,190       8,278     8,278       43,190     23,772      23,772      43,190
    15         20,789         648          648       43,190       7,846     7,846       43,190     25,454      25,454      43,190
    16         21,829         (*)          (*)          (*)       7,333     7,333       43,190     27,287      27,287      43,190
    17         22,920         (*)          (*)          (*)       6,729     6,729       43,190     29,288      29,288      43,190
    18         24,066         (*)          (*)          (*)       6,013     6,013       43,190     31,482      31,482      43,190
    19         25,270         (*)          (*)          (*)       5,168     5,168       43,190     33,896      33,896      43,190
    20         26,533         (*)          (*)          (*)       4,169     4,169       43,190     36,560      36,560      44,603
    21         27,860         (*)          (*)          (*)       2,994     2,994       43,190     39,462      39,462      47,354
    22         29,253         (*)          (*)          (*)       1,612     1,612       43,190     42,591      42,591      50,684
    23         30,715         (*)          (*)          (*)         (*)       (*)          (*)     45,966      45,966      54,239
    24         32,251         (*)          (*)          (*)         (*)       (*)          (*)     49,604      49,604      58,037
    25         33,864         (*)          (*)          (*)         (*)       (*)          (*)     53,527      53,527      62,091
    26         35,557         (*)          (*)          (*)         (*)       (*)          (*)     57,755      57,755      66,418
    27         37,335         (*)          (*)          (*)         (*)       (*)          (*)     62,343      62,343      70,448
    28         39,201         (*)          (*)          (*)         (*)       (*)          (*)     67,333      67,333      74,740
    29         41,161         (*)          (*)          (*)         (*)       (*)          (*)     72,773      72,773      79,323
    30         43,219         (*)          (*)          (*)         (*)       (*)          (*)     78,726      78,726      84,237
</TABLE>

ASSUMPTIONS:

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

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

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

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

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



                                       29
<PAGE>   33
                $10,000 INITIAL PREMIUM: $41,661 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                  NON-NEW YORK
                                 CURRENT VALUES

<TABLE>
<CAPTION>
                                      0% HYPOTHETICAL                   6% HYPOTHETICAL                     12% HYPOTHETICAL
                                 GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN
                                 -----------------------            -----------------------              -----------------------

            PREMIUMS
           PAID PLUS                     CASH                                CASH                                 CASH
POLICY      INTEREST         CASH        SURR        DEATH       CASH        SURR       DEATH        CASH         SURR       DEATH
  YEAR         AT 5%        VALUE       VALUE      BENEFIT      VALUE       VALUE     BENEFIT       VALUE        VALUE     BENEFIT
  ----         -----        -----       -----      -------      -----       -----     -------       -----        -----     -------
<S>           <C>           <C>         <C>         <C>        <C>         <C>        <C>         <C>          <C>        <C>
     1        10,500        9,604       8,754       41,661     10,185       9,335      41,661      10,766        9,916      41,661
     2        11,025        9,122       8,272       41,661     10,275       9,425      41,661      11,496       10,646      41,661
     3        11,576        8,640       7,840       41,661     10,358       9,558      41,661      12,286       11,486      41,661
     4        12,155        8,159       7,359       41,661     10,434       9,634      41,661      13,140       12,340      41,661
     5        12,763        7,677       6,927       41,661     10,501       9,751      41,661      14,063       13,313      41,661
     6        13,401        7,192       6,492       41,661     10,557       9,857      41,661      15,064       14,364      41,661
     7        14,071        6,703       6,103       41,661     10,602      10,002      41,661      16,146       15,546      41,661
     8        14,775        6,205       5,705       41,661     10,631      10,131      41,661      17,319       16,819      41,661
     9        15,513        5,697       5,297       41,661     10,642      10,242      41,661      18,590       18,190      41,661
    10        16,289        5,175       5,175       41,661     10,632      10,632      41,661      19,968       19,968      41,661
    11        17,103        4,651       4,651       41,661     10,631      10,631      41,661      21,529       21,529      41,661
    12        17,959        4,109       4,109       41,661     10,607      10,607      41,661      23,235       23,235      41,661
    13        18,856        3,550       3,550       41,661     10,560      10,560      41,661      25,103       25,103      41,661
    14        19,799        2,970       2,970       41,661     10,487      10,487      41,661      27,151       27,151      41,661
    15        20,789        2,364       2,364       41,661     10,382      10,382      41,661      29,400       29,400      41,661
    16        21,829        1,730       1,730       41,661     10,243      10,243      41,661      31,876       31,876      41,661
    17        22,920        1,064       1,064       41,661     10,065      10,065      41,661      34,593       34,593      44,279
    18        24,066          358         358       41,661      9,841       9,841      41,661      37,552       37,552      47,316
    19        25,270          (*)         (*)          (*)      9,563       9,563      41,661      40,773       40,773      50,558
    20        26,533          (*)         (*)          (*)      9,226       9,226      41,661      44,278       44,278      54,019
    21        27,860          (*)         (*)          (*)      8,822       8,822      41,661      48,096       48,096      57,715
    22        29,253          (*)         (*)          (*)      8,321       8,321      41,661      52,239       52,239      62,164
    23        30,715          (*)         (*)          (*)      7,711       7,711      41,661      56,735       56,735      66,948
    24        32,251          (*)         (*)          (*)      6,972       6,972      41,661      61,614       61,614      72,089
    25        33,864          (*)         (*)          (*)      6,084       6,084      41,661      66,907       66,907      77,613
    26        35,557          (*)         (*)          (*)      5,015       5,015      41,661      72,649       72,649      83,546
    27        37,335          (*)         (*)          (*)      3,727       3,727      41,661      78,903       78,903      89,160
    28        39,201          (*)         (*)          (*)      2,170       2,170      41,661      85,723       85,723      95,153
    29        41,161          (*)         (*)          (*)        284         284      41,661      93,175       93,175     101,561
    30        43,219          (*)         (*)          (*)        (*)         (*)         (*)     101,336      101,336     108,430
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       30
<PAGE>   34
                $10,000 INITIAL PREMIUM: $41,661 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                  NON-NEW YORK
                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                                   0% HYPOTHETICAL                     6% HYPOTHETICAL                        12% HYPOTHETICAL
                              GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
                              -----------------------              -----------------------               -----------------------

             PREMIUMS
            PAID PLUS                  CASH                                 CASH                                  CASH
POLICY       INTEREST      CASH        SURR        DEATH        CASH        SURR         DEATH        CASH        SURR        DEATH
  YEAR          AT 5%     VALUE       VALUE      BENEFIT       VALUE       VALUE       BENEFIT       VALUE       VALUE      BENEFIT
  ----          -----     -----       -----      -------       -----       -----       -------       -----       -----      -------
<S>         <C>           <C>         <C>        <C>          <C>          <C>         <C>          <C>         <C>         <C>
     1         10,500     9,556       8,706       41,661      10,135       9,285        41,661      10,713       9,863       41,661
     2         11,025     8,981       8,131       41,661      10,123       9,273        41,661      11,333      10,483       41,661
     3         11,576     8,407       7,607       41,661      10,098       9,298        41,661      11,996      11,196       41,661
     4         12,155     7,834       7,034       41,661      10,058       9,258        41,661      12,707      11,907       41,661
     5         12,763     7,258       6,508       41,661      10,001       9,251        41,661      13,469      12,719       41,661
     6         13,401     6,679       5,979       41,661       9,926       9,226        41,661      14,287      13,587       41,661
     7         14,071     6,092       5,492       41,661       9,828       9,228        41,661      15,163      14,563       41,661
     8         14,775     5,494       4,994       41,661       9,703       9,203        41,661      16,103      15,603       41,661
     9         15,513     4,879       4,479       41,661       9,547       9,147        41,661      17,110      16,710       41,661
    10         16,289     4,245       4,245       41,661       9,356       9,356        41,661      18,190      18,190       41,661
    11         17,103     3,597       3,597       41,661       9,152       9,152        41,661      19,408      19,408       41,661
    12         17,959     2,919       2,919       41,661       8,902       8,902        41,661      20,725      20,725       41,661
    13         18,856     2,205       2,205       41,661       8,602       8,602        41,661      22,150      22,150       41,661
    14         19,799     1,451       1,451       41,661       8,244       8,244        41,661      23,697      23,697       41,661
    15         20,789       648         648       41,661       7,820       7,820        41,661      25,381      25,381       41,661
    16         21,829       (*)         (*)          (*)       7,318       7,318        41,661      27,216      27,216       41,661
    17         22,920       (*)         (*)          (*)       6,726       6,726        41,661      29,225      29,225       41,661
    18         24,066       (*)         (*)          (*)       6,029       6,029        41,661      31,429      31,429       41,661
    19         25,270       (*)         (*)          (*)       5,205       5,205        41,661      33,859      33,859       41,985
    20         26,533       (*)         (*)          (*)       4,235       4,235        41,661      36,521      36,521       44,555
    21         27,860       (*)         (*)          (*)       3,094       3,094        41,661      39,403      39,403       47,283
    22         29,253       (*)         (*)          (*)       1,754       1,754        41,661      42,511      42,511       50,588
    23         30,715       (*)         (*)          (*)         184         184        41,661      45,863      45,863       54,118
    24         32,251       (*)         (*)          (*)         (*)         (*)           (*)      49,477      49,477       57,888
    25         33,864       (*)         (*)          (*)         (*)         (*)           (*)      53,373      53,373       61,912
    26         35,557       (*)         (*)          (*)         (*)         (*)           (*)      57,572      57,572       66,207
    27         37,335       (*)         (*)          (*)         (*)         (*)           (*)      62,129      62,129       70,206
    28         39,201       (*)         (*)          (*)         (*)         (*)           (*)      67,085      67,085       74,464
    29         41,161       (*)         (*)          (*)         (*)         (*)           (*)      72,489      72,489       79,013
    30         43,219       (*)         (*)          (*)         (*)         (*)           (*)      78,401      78,401       83,890
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       31
<PAGE>   35
               $25,000 INITIAL PREMIUM: $114,856 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                                  0% HYPOTHETICAL                       6% HYPOTHETICAL                       12% HYPOTHETICAL
                              GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
                              -----------------------               -----------------------               -----------------------

             PREMIUMS
            PAID PLUS                    CASH                                CASH                                  CASH
POLICY       INTEREST        CASH        SURR        DEATH        CASH       SURR        DEATH         CASH        SURR       DEATH
  YEAR          AT 5%       VALUE       VALUE      BENEFIT       VALUE      VALUE      BENEFIT        VALUE       VALUE     BENEFIT
  ----          -----       -----       -----      -------       -----      -----      -------        -----       -----     -------
<S>         <C>            <C>         <C>         <C>          <C>        <C>         <C>          <C>         <C>         <C>    
     1         26,250      24,006      21,881      114,856      25,457     23,332      114,856       26,909      24,784     114,856
     2         27,563      22,965      20,840      114,856      25,856     23,731      114,856       28,918      26,793     114,856
     3         28,941      21,923      19,923      114,856      26,244     24,244      114,856       31,091      29,091     114,856
     4         30,388      20,879      18,879      114,856      26,620     24,620      114,856       33,442      31,442     114,856
     5         31,907      19,830      17,955      114,856      26,979     25,104      114,856       35,986      34,111     114,856
     6         33,502      18,770      17,020      114,856      27,320     25,570      114,856       38,741      36,991     114,856
     7         35,178      17,695      16,195      114,856      27,635     26,135      114,856       41,724      40,224     114,856
     8         36,936      16,598      15,348      114,856      27,920     26,670      114,856       44,956      43,706     114,856
     9         38,783      15,472      14,472      114,856      28,168     27,168      114,856       48,458      47,458     114,856
    10         40,722      14,310      14,310      114,856      28,371     28,371      114,856       52,256      52,256     114,856
    11         42,758      13,146      13,146      114,856      28,610     28,610      114,856       56,548      56,548     114,856
    12         44,896      11,937      11,937      114,856      28,803     28,803      114,856       61,236      61,236     114,856
    13         47,141      10,682      10,682      114,856      28,948     28,948      114,856       66,366      66,366     114,856
    14         49,498       9,374       9,374      114,856      29,037     29,037      114,856       71,986      71,986     114,856
    15         51,973       8,004       8,004      114,856      29,061     29,061      114,856       78,153      78,153     114,856
    16         54,572       6,561       6,561      114,856      29,011     29,011      114,856       84,930      84,930     114,856
    17         57,300       5,038       5,038      114,856      28,877     28,877      114,856       92,388      92,388     118,256
    18         60,165       3,418       3,418      114,856      28,644     28,644      114,856      100,534     100,534     126,673
    19         63,174       1,686       1,686      114,856      28,295     28,295      114,856      109,402     109,402     135,658
    20         66,332         (*)         (*)          (*)      27,816     27,816      114,856      119,058     119,058     145,250
    21         69,649         (*)         (*)          (*)      27,190     27,190      114,856      129,576     129,576     155,491
    22         73,132         (*)         (*)          (*)      26,352     26,352      114,856      140,999     140,999     167,789
    23         76,788         (*)         (*)          (*)      25,272     25,272      114,856      153,404     153,404     181,016
    24         80,627         (*)         (*)          (*)      23,912     23,912      114,856      166,873     166,873     195,241
    25         84,659         (*)         (*)          (*)      22,222     22,222      114,856      181,495     181,495     210,534
    26         88,892         (*)         (*)          (*)      20,138     20,138      114,856      197,366     197,366     226,971
    27         93,336         (*)         (*)          (*)      17,577     17,577      114,856      214,659     214,659     242,565
    28         98,003         (*)         (*)          (*)      14,431     14,431      114,856      233,522     233,522     259,209
    29        102,903         (*)         (*)          (*)      10,573     10,573      114,856      254,129     254,129     277,000
    30        108,049         (*)         (*)          (*)       5,857      5,857      114,856      276,689     276,689     296,057
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       32
<PAGE>   36
               $25,000 INITIAL PREMIUM: $114,856 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                                     0% HYPOTHETICAL                     6% HYPOTHETICAL                   12% HYPOTHETICAL
                                  GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                                  -----------------------             -----------------------           -----------------------

                PREMIUMS
               PAID PLUS                   CASH                               CASH                                CASH
POLICY          INTEREST        CASH       SURR       DEATH        CASH       SURR       DEATH        CASH        SURR       DEATH
  YEAR             AT 5%       VALUE      VALUE     BENEFIT       VALUE      VALUE     BENEFIT       VALUE       VALUE     BENEFIT
  ----             -----       -----      -----     -------       -----      -----     -------       -----       -----     -------
<S>            <C>            <C>        <C>        <C>          <C>        <C>        <C>         <C>         <C>        <C>
     1            26,250      23,843     21,718     114,856      25,288     23,163     114,856      26,733      24,608     114,856
     2            27,563      22,610     20,485     114,856      25,474     23,349     114,856      28,508      26,383     114,856
     3            28,941      21,372     19,372     114,856      25,631     23,631     114,856      30,411      28,411     114,856
     4            30,388      20,126     18,126     114,856      25,754     23,754     114,856      32,450      30,450     114,856
     5            31,907      18,866     16,991     114,856      25,838     23,963     114,856      34,637      32,762     114,856
     6            33,502      17,586     15,836     114,856      25,877     24,127     114,856      36,982      35,232     114,856
     7            35,178      16,277     14,777     114,856      25,862     24,362     114,856      39,498      37,998     114,856
     8            36,936      14,929     13,679     114,856      25,782     24,532     114,856      42,194      40,944     114,856
     9            38,783      13,531     12,531     114,856      25,625     24,625     114,856      45,086      44,086     114,856
    10            40,722      12,071     12,071     114,856      25,380     25,380     114,856      48,188      48,188     114,856
    11            42,758      10,572     10,572     114,856      25,108     25,108     114,856      51,676      51,676     114,856
    12            44,896       8,983      8,983     114,856      24,724     24,724     114,856      55,445      55,445     114,856
    13            47,141       7,296      7,296     114,856      24,215     24,215     114,856      59,528      59,528     114,856
    14            49,498       5,494      5,494     114,856      23,563     23,563     114,856      63,961      63,961     114,856
    15            51,973       3,555      3,555     114,856      22,743     22,743     114,856      68,784      68,784     114,856
    16            54,572       1,458      1,458     114,856      21,729     21,729     114,856      74,045      74,045     114,856
    17            57,300         (*)        (*)         (*)      20,491     20,491     114,856      79,803      79,803     114,856
    18            60,165         (*)        (*)         (*)      18,984     18,984     114,856      86,125      86,125     114,856
    19            63,174         (*)        (*)         (*)      17,159     17,159     114,856      93,095      93,095     115,438
    20            66,332         (*)        (*)         (*)      14,963     14,963     114,856     100,735     100,735     122,896
    21            69,649         (*)        (*)         (*)      12,334     12,334     114,856     109,007     109,007     130,808
    22            73,132         (*)        (*)         (*)       9,204      9,204     114,856     117,929     117,929     140,335
    23            76,788         (*)        (*)         (*)       5,494      5,494     114,856     127,550     127,550     150,509
    24            80,627         (*)        (*)         (*)       1,101      1,101     114,856     137,926     137,926     161,373
    25            84,659         (*)        (*)         (*)         (*)        (*)         (*)     149,113     149,113     172,971
    26            88,892         (*)        (*)         (*)         (*)        (*)         (*)     161,171     161,171     185,347
    27            93,336         (*)        (*)         (*)         (*)        (*)         (*)     174,257     174,257     196,911
    28            98,003         (*)        (*)         (*)         (*)        (*)         (*)     188,486     188,486     209,220
    29           102,903         (*)        (*)         (*)         (*)        (*)         (*)     203,998     203,998     222,358
    30           108,049         (*)        (*)         (*)         (*)        (*)         (*)     220,968     220,968     236,436
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       33
<PAGE>   37
               $100,000 INITIAL PREMIUM: $306,283 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                                0% HYPOTHETICAL                     6% HYPOTHETICAL                         12% HYPOTHETICAL
                             GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN                 GROSS INVESTMENT RETURN
                             -----------------------            -----------------------                 -----------------------

             PREMIUMS
            PAID PLUS                  CASH                              CASH                                    CASH
POLICY       INTEREST       CASH       SURR       DEATH       CASH       SURR        DEATH          CASH         SURR        DEATH
  YEAR          AT 5%      VALUE      VALUE     BENEFIT      VALUE      VALUE      BENEFIT         VALUE        VALUE      BENEFIT
  ----          -----      -----      -----     -------      -----      -----      -------         -----        -----      -------
<S>         <C>           <C>        <C>        <C>        <C>        <C>          <C>         <C>          <C>          <C>
     1        105,000     96,163     87,663     306,283    101,978     93,478      306,283       107,794       99,294      306,283
     2        110,250     92,262     83,762     306,283    103,877     95,377      306,283       116,178      107,678      306,283
     3        115,763     88,340     80,340     306,283    105,745     97,745      306,283       125,266      117,266      306,283
     4        121,551     84,384     76,384     306,283    107,572     99,572      306,283       135,127      127,127      306,283
     5        127,628     80,375     72,875     306,283    109,345    101,845      306,283       145,837      138,337      306,283
     6        134,010     76,297     69,297     306,283    111,054    104,054      306,283       157,481      150,481      306,283
     7        140,710     72,129     66,129     306,283    112,684    106,684      306,283       170,158      164,158      306,283
     8        147,746     67,843     62,843     306,283    114,213    109,213      306,283       183,975      178,975      306,283
     9        155,133     63,411     59,411     306,283    115,622    111,622      306,283       199,058      195,058      306,283
    10        162,889     58,803     58,803     306,283    116,889    116,889      306,283       215,555      215,555      306,283
    11        171,034     54,160     54,160     306,283    118,352    118,352      306,283       234,339      234,339      306,283
    12        179,586     49,264     49,264     306,283    119,649    119,649      306,283       255,044      255,044      306,283
    13        188,565     44,088     44,088     306,283    120,763    120,763      306,283       277,808      277,808      327,814
    14        197,993     38,597     38,597     306,283    121,670    121,670      306,283       302,599      302,599      354,041
    15        207,893     32,742     32,742     306,283    122,336    122,336      306,283       329,582      329,582      382,315
    16        218,287     26,458     26,458     306,283    122,717    122,717      306,283       358,950      358,950      412,792
    17        229,202     19,662     19,662     306,283    122,754    122,754      306,283       390,997      390,997      441,826
    18        240,662     12,247     12,247     306,283    122,375    122,375      306,283       425,992      425,992      472,852
    19        252,695      4,102      4,102     306,283    121,504    121,504      306,283       464,245      464,245      506,027
    20        265,330        (*)        (*)         (*)    120,066    120,066      306,283       506,111      506,111      541,538
    21        278,596        (*)        (*)         (*)    117,989    117,989      306,283       552,001      552,001      579,602
    22        292,526        (*)        (*)         (*)    114,937    114,937      306,283       601,930      601,930      632,027
    23        307,152        (*)        (*)         (*)    110,745    110,745      306,283       656,229      656,229      689,040
    24        322,510        (*)        (*)         (*)    105,209    105,209      306,283       715,253      715,253      751,016
    25        338,635        (*)        (*)         (*)     98,053     98,053      306,283       779,377      779,377      818,346
    26        355,567        (*)        (*)         (*)     88,901     88,901      306,283       848,994      848,994      891,444
    27        373,346        (*)        (*)         (*)     77,249     77,249      306,283       924,510      924,510      970,735
    28        392,013        (*)        (*)         (*)     62,420     62,420      306,283     1,006,344    1,006,344    1,056,662
    29        411,614        (*)        (*)         (*)     43,537     43,537      306,283     1,094,932    1,094,932    1,149,679
    30        432,194        (*)        (*)         (*)     19,475     19,475      306,283     1,190,729    1,190,729    1,250,266
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       34
<PAGE>   38
               $100,000 INITIAL PREMIUM: $306,283 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                                    0% HYPOTHETICAL                   6% HYPOTHETICAL                      12% HYPOTHETICAL
                               GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN               GROSS INVESTMENT RETURN
                               -----------------------            -----------------------               -----------------------
            PREMIUMS
           PAID PLUS                  CASH                                 CASH                                  CASH
POLICY      INTEREST        CASH      SURR        DEATH        CASH        SURR         DEATH        CASH        SURR         DEATH
  YEAR         AT 5%       VALUE     VALUE      BENEFIT       VALUE       VALUE       BENEFIT       VALUE       VALUE       BENEFIT
  ----         -----       -----     -----      -------       -----       -----       -------       -----       -----       -------

<S>        <C>            <C>       <C>         <C>         <C>         <C>           <C>         <C>         <C>         <C>
     1       105,000      95,279    86,779      306,283     101,066      92,566       306,283     106,854      98,354       306,283
     2       110,250      90,411    81,911      306,283     101,915      93,415       306,283     114,102     105,602       306,283
     3       115,763      85,454    77,454      306,283     102,610      94,610       306,283     121,869     113,869       306,283
     4       121,551      80,378    72,378      306,283     103,124      95,124       306,283     130,199     122,199       306,283
     5       127,628      75,149    67,649      306,283     103,425      95,925       306,283     139,143     131,643       306,283
     6       134,010      69,727    62,727      306,283     103,480      96,480       306,283     148,760     141,760       306,283
     7       140,710      64,066    58,066      306,283     103,246      97,246       306,283     159,120     153,120       306,283
     8       147,746      58,105    53,105      306,283     102,667      97,667       306,283     170,298     165,298       306,283
     9       155,133      51,774    47,774      306,283     101,681      97,681       306,283     182,387     178,387       306,283
    10       162,889      45,001    45,001      306,283     100,220     100,220       306,283     195,503     195,503       306,283
    11       171,034      37,834    37,834      306,283      98,515      98,515       306,283     210,424     210,424       306,283
    12       179,586      30,049    30,049      306,283      96,198      96,198       306,283     226,819     226,819       306,283
    13       188,565      21,561    21,561      306,283      93,183      93,183       306,283     244,931     244,931       306,283
    14       197,993      12,258    12,258      306,283      89,361      89,361       306,283     265,047     265,047       310,105
    15       207,893       1,992     1,992      306,283      84,587      84,587       306,283     287,090     287,090       333,024
    16       218,287         (*)       (*)          (*)      78,671      78,671       306,283     310,910     310,910       357,546
    17       229,202         (*)       (*)          (*)      71,364      71,364       306,283     336,784     336,784       380,566
    18       240,662         (*)       (*)          (*)      62,340      62,340       306,283     364,928     364,928       405,070
    19       252,695         (*)       (*)          (*)      51,205      51,205       306,283     395,601     395,601       431,205
    20       265,330         (*)       (*)          (*)      37,503      37,503       306,283     429,121     429,121       459,159
    21       278,596         (*)       (*)          (*)      20,698      20,698       306,283     465,872     465,872       489,166
    22       292,526         (*)       (*)          (*)         137         137       306,283     505,606     505,606       530,886
    23       307,152         (*)       (*)          (*)         (*)         (*)           (*)     548,538     548,538       575,965
    24       322,510         (*)       (*)          (*)         (*)         (*)           (*)     594,898     594,898       624,643
    25       338,635         (*)       (*)          (*)         (*)         (*)           (*)     644,918     644,918       677,164
    26       355,567         (*)       (*)          (*)         (*)         (*)           (*)     698,831     698,831       733,773
    27       373,346         (*)       (*)          (*)         (*)         (*)           (*)     756,865     756,865       794,709
    28       392,013         (*)       (*)          (*)         (*)         (*)           (*)     819,243     819,243       860,205
    29       411,614         (*)       (*)          (*)         (*)         (*)           (*)     886,181     886,181       930,490
    30       432,194         (*)       (*)          (*)         (*)         (*)           (*)     957,902     957,902     1,005,797
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       35
<PAGE>   39
               $100,000 INITIAL PREMIUM: $211,021 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                                     0% HYPOTHETICAL                 6% HYPOTHETICAL                      12% HYPOTHETICAL
                               GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN              GROSS INVESTMENT RETURN
                               -----------------------           -----------------------              -----------------------
             PREMIUMS
            PAID PLUS                   CASH                              CASH                                  CASH
POLICY       INTEREST       CASH        SURR       DEATH       CASH       SURR        DEATH         CASH        SURR         DEATH
  YEAR          AT 5%      VALUE       VALUE     BENEFIT      VALUE      VALUE      BENEFIT        VALUE       VALUE       BENEFIT
  ----          -----      -----       -----     -------      -----      -----      -------        -----       -----       -------
<S>         <C>           <C>         <C>        <C>        <C>        <C>          <C>        <C>          <C>          <C>
     1        105,000     95,834      87,334     211,021    101,659     93,159      211,021      107,486      98,986       211,021
     2        110,250     91,539      83,039     211,021    103,204     94,704      211,021      115,561     107,061       211,021
     3        115,763     87,147      79,147     211,021    104,677     96,677      211,021      124,356     116,356       211,021
     4        121,551     82,637      74,637     211,021    106,069     98,069      211,021      133,964     125,964       211,021
     5        127,628     77,980      70,480     211,021    107,366     99,866      211,021      144,490     136,990       211,021
     6        134,010     73,139      66,139     211,021    108,547    101,547      211,021      156,056     149,056       211,021
     7        140,710     68,067      62,067     211,021    109,588    103,588      211,021      168,808     162,808       211,021
     8        147,746     62,705      57,705     211,021    110,455    105,455      211,021      182,919     177,919       211,021
     9        155,133     56,991      52,991     211,021    111,115    107,115      211,021      198,593     194,593       216,467
    10        162,889     50,865      50,865     211,021    111,538    111,538      211,021      215,830     215,830       230,938
    11        171,034     44,410      44,410     211,021    112,039    112,039      211,021      235,369     235,369       247,137
    12        179,586     37,185      37,185     211,021    112,138    112,138      211,021      256,627     256,627       269,458
    13        188,565     29,059      29,059     211,021    111,774    111,774      211,021      279,745     279,745       293,733
    14        197,993     19,872      19,872     211,021    110,867    110,867      211,021      304,876     304,876       320,119
    15        207,893      9,408       9,408     211,021    109,310    109,310      211,021      332,177     332,177       348,786
    16        218,287        (*)         (*)         (*)    106,956    106,956      211,021      361,817     361,817       379,908
    17        229,202        (*)         (*)         (*)    103,605    103,605      211,021      393,969     393,969       413,667
    18        240,662        (*)         (*)         (*)     98,990     98,990      211,021      428,810     428,810       450,251
    19        252,695        (*)         (*)         (*)     92,767     92,767      211,021      466,527     466,527       489,853
    20        265,330        (*)         (*)         (*)     84,502     84,502      211,021      507,313     507,313       532,678
    21        278,596        (*)         (*)         (*)     73,639     73,639      211,021      551,372     551,372       578,941
    22        292,526        (*)         (*)         (*)     59,231     59,231      211,021      598,878     598,878       628,821
    23        307,152        (*)         (*)         (*)     40,174     40,174      211,021      650,036     650,036       682,538
    24        322,510        (*)         (*)         (*)     14,935     14,935      211,021      705,059     705,059       740,312
    25        338,635        (*)         (*)         (*)        (*)        (*)          (*)      764,154     764,154       802,362
    26        355,567        (*)         (*)         (*)        (*)        (*)          (*)      827,521     827,521       868,897
    27        373,346        (*)         (*)         (*)        (*)        (*)          (*)      897,071     897,071       932,954
    28        392,013        (*)         (*)         (*)        (*)        (*)          (*)      973,765     973,765     1,002,978
    29        411,614        (*)         (*)         (*)        (*)        (*)          (*)    1,058,777   1,058,777     1,079,952
    30        432,194        (*)         (*)         (*)        (*)        (*)          (*)    1,153,591   1,153,591     1,165,127
</TABLE>
                                             
ASSUMPTIONS:

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

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

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

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

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


                                       36
<PAGE>   40
               $100,000 INITIAL PREMIUM: $211,021 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                                      0% HYPOTHETICAL                   6% HYPOTHETICAL                   12% HYPOTHETICAL
                                 GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN
                                 -----------------------            -----------------------             -----------------------
             PREMIUMS
            PAID PLUS                   CASH                                 CASH                                 CASH
POLICY       INTEREST       CASH        SURR         DEATH        CASH       SURR        DEATH        CASH        SURR       DEATH
  YEAR          AT 5%      VALUE       VALUE       BENEFIT       VALUE      VALUE      BENEFIT       VALUE       VALUE     BENEFIT
  ----          -----      -----       -----       -------       -----      -----      -------       -----       -----     -------

<S>         <C>           <C>         <C>          <C>         <C>         <C>         <C>         <C>          <C>        <C>
     1        105,000     94,459      85,959       211,021     100,259     91,759      211,021     106,060      97,560     211,021
     2        110,250     88,603      80,103       211,021     100,176     91,676      211,021     112,447     103,947     211,021
     3        115,763     82,457      74,457       211,021      99,792     91,792      211,021     119,295     111,295     211,021
     4        121,551     75,959      67,959       211,021      99,062     91,062      211,021     126,673     118,673     211,021
     5        127,628     69,030      61,530       211,021      97,923     90,423      211,021     134,663     127,163     211,021
     6        134,010     61,563      54,563       211,021      96,293     89,293      211,021     143,361     136,361     211,021
     7        140,710     53,423      47,423       211,021      94,066     88,066      211,021     152,886     146,886     211,021
     8        147,746     44,428      39,428       211,021      91,099     86,099      211,021     163,394     158,394     211,021
     9        155,133     34,369      30,369       211,021      87,225     83,225      211,021     175,096     171,096     211,021
    10        162,889     23,011      23,011       211,021      82,254     82,254      211,021     188,279     188,279     211,021
    11        171,034     10,144      10,144       211,021      76,208     76,208      211,021     203,939     203,939     214,136
    12        179,586        (*)         (*)           (*)      68,582     68,582      211,021     221,287     221,287     232,352
    13        188,565        (*)         (*)           (*)      59,044     59,044      211,021     240,032     240,032     252,033
    14        197,993        (*)         (*)           (*)      47,166     47,166      211,021     260,272     260,272     273,286
    15        207,893        (*)         (*)           (*)      32,355     32,355      211,021     282,111     282,111     296,216
    16        218,287        (*)         (*)           (*)      13,782     13,782      211,021     305,648     305,648     320,931
    17        229,202        (*)         (*)           (*)         (*)        (*)          (*)     330,985     330,985     347,534
    18        240,662        (*)         (*)           (*)         (*)        (*)          (*)     358,218     358,218     376,129
    19        252,695        (*)         (*)           (*)         (*)        (*)          (*)     387,441     387,441     406,813
    20        265,330        (*)         (*)           (*)         (*)        (*)          (*)     418,752     418,752     439,690
    21        278,596        (*)         (*)           (*)         (*)        (*)          (*)     452,252     452,252     474,865
    22        292,526        (*)         (*)           (*)         (*)        (*)          (*)     488,044     488,044     512,446
    23        307,152        (*)         (*)           (*)         (*)        (*)          (*)     526,235     526,235     552,547
    24        322,510        (*)         (*)           (*)         (*)        (*)          (*)     566,933     566,933     595,279
    25        338,635        (*)         (*)           (*)         (*)        (*)          (*)     610,235     610,235     640,747
    26        355,567        (*)         (*)           (*)         (*)        (*)          (*)     656,227     656,227     689,038
    27        373,346        (*)         (*)           (*)         (*)        (*)          (*)     706,909     706,909     735,185
    28        392,013        (*)         (*)           (*)         (*)        (*)          (*)     763,085     763,085     785,978
    29        411,614        (*)         (*)           (*)         (*)        (*)          (*)     825,734     825,734     842,249
    30        432,194        (*)         (*)           (*)         (*)        (*)          (*)     896,108     896,108     905,069
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       37
<PAGE>   41

<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>   42

<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>   43
                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

   
This Post-Effective Amendment No. 15 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 71 pages.

Representations and Undertakings.

Accountants' Consent.

The Signatures.
    

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

   
<TABLE>
<S>                                              <C>
1.  Power of Attorney April 4, 1996.             An original power of attorney dated April 4,
                                                 1996 is included with the Post-Effective
                                                 Amendment No. 6 to the Registration Statement
                                                 on Form N-4 of NACo Variable Account (File No.
                                                 33-33425, 811-5999) on file with the Company.

2.  Resolution of the Depositor's Board of       Included with the Registration Statement
    Directors authorizing the establishment      on Form N-8B-2 for the Nationwide VLI
    of the Registrant, adopted.                  Separate Account, 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, and hereby
                                                 incorporated herein by reference.

4.  Form of Security                             Included with Post-Effective Amendment
                                                 No. 8 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, and hereby
                                                 incorporated herein by reference.

6.  Application form of Security                 Included with Post-Effective Amendment
                                                 No. 8 and hereby incorporated herein by
                                                 reference.

7.  Opinion of Counsel                           Included with Post-Effective Amendment
                                                 No. 8 and hereby incorporated herein by
                                                 reference.
</TABLE>
    
<PAGE>   44
Representations and Undertakings

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

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

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

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

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

(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and reports
as may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.
<PAGE>   45
   
                              ACCOUNTANTS' CONSENT

The Board of Directors of Nationwide Life Insurance Company and
Contract Owners of the 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
    
<PAGE>   46
   
                                   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. 15 and has duly caused this Post-Effective
Amendment No. 15 to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Columbus, and State of Ohio, on this 26th day of April, 1996.


                         NATIONWIDE VLI SEPARATE ACCOUNT

                                  (Registrant)

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

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

                                                      General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 15 has been signed below by the following persons in the
capacities indicated on the 26th day of April, 1996.

<TABLE>
<CAPTION>
            SIGNATURE                             TITLE

<S>                                 <C>                                                <C>
LEWIS J. ALPHIN                                Director
- ---------------------------------   
Lewis J. Alphin

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

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

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

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

JOSEPH J. GASPER                             President/Chief
- ---------------------------------       Operating Office and Director     
Joseph J. Gasper                        
                                        
HENRY S. HOLLOWAY                        Chairman of the Board
- ---------------------------------             and Director
Henry S. Holloway                             

D. RICHARD McFERSON                 Chairman and Chief Executive Officer -
- ---------------------------------   Nationwide Insurance Enterprise and Director
D. Richard McFerson                 
                                    
DAVID O. MILLER                                Director
- ---------------------------------
David O. Miller

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

ROBERT A. OAKLEY                       Executive Vice President-
- ---------------------------------       Chief Financial Officer
Robert A. Oakley                        

JAMES F. PATTERSON                             Director                                   By/s/JOSEPH P. RATH
- ---------------------------------                                                      ----------------------
James F. Patterson                                                                          Joseph P. Rath
                                                                                           Attorney-in-Fact
ARDEN L. SHISLER                                Director
- ---------------------------------
Arden L. Shisler

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

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

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

<PAGE>   1


                          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


                                     47


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