NATIONWIDE VLI SEPARATE ACCOUNT
485BPOS, 1997-04-22
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<PAGE>   1

                                                       Registration No. 33-35698

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

                             REGISTRATION STATEMENT

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                         Post-Effective Amendment No. 8
                                   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 43215
              (Exact Name and Address of Depositor and Registrant)

                               Gordon E. McCutchan
                                    Secretary
                              One Nationwide Plaza
                              Columbus, Ohio 43215
                     (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, 1997 pursuant to paragraph (b) of Rule 485
    

[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

[ ] on (date) pursuant to paragraph (a)(1) of rule (485)

[ ] this post-effective amendment designates a new effective date for a
    previously filed post-effective

   
The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Registrant filed its Rule 24f-2 Notice for the fiscal year
ended December 31, 1996, on February 25, 1997.
    

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


                                    1 of 90                             REDLINED
<PAGE>   2

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

N-8B-2 Item                              Caption in Prospectus

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
<PAGE>   3

N-8B-2 Item                              Caption in Prospectus

45.....................................Not Applicable
46.....................................How The Cash Value Varies
47.....................................Not Applicable
48.....................................Custodian of Assets
49.....................................Not Applicable
50.....................................Not Applicable
51.....................................Summary of The Policies;
                                       Information About The Policies
52.....................................Substitution of Securities
53.....................................Taxation of The Company
54.....................................Not Applicable
55.....................................Not Applicable
56.....................................Not Applicable
57.....................................Not Applicable
58.....................................Not Applicable
59.....................................Financial Statements
<PAGE>   4

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

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

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

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

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

               Van Kampen American Capital Life Investment Trust:

                             - Asset Allocation Fund

                             - Domestic Income Fund

                             - Emerging Growth Fund

                                - Enterprise Fund

                              - Global Equity Fund

                                - Government Fund

                               - Money Market Fund

                          - Real Estate Securities Fund

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

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

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

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

   
                   THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
    

<PAGE>   5

                                GLOSSARY OF TERMS

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

Accumulation Unit- An accounting unit of measure used to calculate the Variable
Account Cash Value.

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

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

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

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

Company- Nationwide Life Insurance Company.

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

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

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

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

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

Home Office- The main office of the Company located in Columbus, Ohio.

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

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

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

Maturity Date- The Policy Anniversary on or following the Insured's 95th
birthday.

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

Monthly Anniversary Day- The same day as the Policy Date for each succeeding
month.

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

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

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

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

Policy Charges- All deductions made from the value of the Variable Account or
the Policy Cash Value.

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

Policy Loan Account- The Portion of the Cash Value which results from Policy
Indebtedness.

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


                                       2
<PAGE>   6

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

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

   
Specified Amount- A dollar amount used to determine the Death Benefit under a
Policy as shown on the Policy Data Page.
    

Surrender Charge- An amount deducted from the Cash Value if the Policy is
surrendered.

Unscheduled Premium- Additional premium payments which may be allowed under
certain conditions.

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

Valuation Period- A period commencing with the close of a Valuation Date and
ending at the close of business for the next succeeding Valuation Date.
    

Variable Account- A separate investment account of the Nationwide Life Insurance
Company.


                                       3
<PAGE>   7

                                TABLE OF CONTENTS

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


                                       4
<PAGE>   8

   
OTHER POLICY PROVISIONS.......................................................23
         Policy Owner.........................................................23
         Beneficiary..........................................................23
         Assignment...........................................................23
         Incontestability.....................................................23
         Error in Age or Sex..................................................23
         Suicide..............................................................24
         Nonparticipating Policies............................................24
LEGAL CONSIDERATIONS..........................................................24
DISTRIBUTION OF THE POLICIES..................................................24
CUSTODIAN OF ASSETS...........................................................24
TAX MATTERS...................................................................24
         Policy Proceeds......................................................24
         Federal Estate and Generation - Skipping Transfer Taxes..............25
         Non-Resident Aliens..................................................25
         Taxation of the Company..............................................26
         Tax Changes..........................................................26
THE COMPANY...................................................................26
COMPANY MANAGEMENT............................................................28
         Directors of the Company.............................................28
         Executive Officers of the Company....................................29
OTHER CONTRACTS ISSUED BY THE COMPANY.........................................29
STATE REGULATION..............................................................29
REPORTS TO POLICY OWNERS......................................................29
ADVERTISING...................................................................30
LEGAL PROCEEDINGS.............................................................30
EXPERTS.......................................................................30
REGISTRATION STATEMENT........................................................30
LEGAL OPINIONS................................................................30
APPENDIX 1....................................................................31
APPENDIX 2....................................................................32
FINANCIAL STATEMENTS..........................................................49
    

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

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


                                       5
<PAGE>   9

                             SUMMARY OF THE POLICIES

Variable Life Insurance

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

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

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

The Variable Account and its Sub-Accounts

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

The Fixed Account

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

Deductions and Charges

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

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

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

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

      1.    monthly cost of insurance; plus
      2.    monthly cost of any additional benefits provided by riders to the
            Policy; plus
      3.    current administrative expense charge of $5. This charge may be
            increased at the sole discretion of the Company but may not exceed
            $7.50.


                                       6
<PAGE>   10

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

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

      Issue       Male           Female         Male        Female
       Age     Non-Tobacco     Non-Tobacco    Standard     Standard
       ---     -----------     -----------    --------     --------

        25       $5.878          $5.537        $6.680       $5.945
        35        7.260           6.712         8.559        7.373
        45       11.159          10.160        13.244       11.151
        55       15.275          13.375        18.373       14.686
        65       23.821          20.553        27.943       22.165

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

   
                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
                          (After Expense Reimbursement)

                                                                 Total Portfolio
                              Management Fees  Other Expenses        Expenses
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.00%           0.60%              0.60%     
Life Investment Trust - Asset
Allocation Fund*                                                                
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.00%           0.60%              0.60%     
Life Investment Trust - Domestic   
Income Fund*                                                                    
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.00%           0.85%              0.85%     
Life Investment Trust -            
Emerging Growth Fund                                                            
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.37%           0.23%              0.60%     
Life Investment Trust -            
Enterprise Fund*                                                                
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.00%           1.20%              1.20%     
Life Investment Trust - Global     
Equity Fund                                                                     
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.33%           0.27%              0.60%     
Life Investment Trust -            
Government Fund*                                                                
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.00%           0.60%              0.60%     
Life Investment Trust -            
Money Market Fund*                                                              
- --------------------------------------------------------------------------------
Van Kampen American Capital        0.83%           0.27%              1.10%     
Life Investment Trust - Real       
Estate Securities Fund                                                          
================================================================================

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. None of the above
Underlying Mutual Funds are subject to 12 (b) (1) fees.

* Pursuant to an agreement with the Advisor, the ordinary business expenses of
the Van Kampen American Capital Life Investment Trust Asset Allocation Fund,
Domestic Income Fund, Enterprise Fund, Government Fund and Money Market Fund,
are limited to 0.60% per year of the average net assets by reducing the other
expenses in excess of such limitations. Without such an agreement, the total
expenses would have been 0.60%, 0.69%, 0.58%, 0.59% and 0.70% respectively.
    


                                       7
<PAGE>   11

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

Premiums

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

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

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

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

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

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

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

                        NATIONWIDE LIFE INSURANCE COMPANY

   
The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929. The Company is a member of the Nationwide
Insurance Enterprise of companies which includes Nationwide Mutual Insurance
Company, Nationwide Mutual Fire Insurance Company, Nationwide Life and Annuity
Insurance Company, Nationwide Property and Casualty Insurance Company, National
Casualty Company, West Coast Life Insurance Company, Scottsdale Indemnity
Company, Nationwide Indemnity Company and Nationwide General Insurance Company.
The Company's Home Office is at One Nationwide Plaza, Columbus, Ohio 43215.

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

                              THE VARIABLE ACCOUNT

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

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

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


                                       8
<PAGE>   12

Investments of the Variable Account

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

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

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

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

Van Kampen American Capital Life Investment Trust

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

      Asset Allocation Fund

      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, discount accruals, and capital appreciation. The
      Advisor may vary the composition of the portfolio from time to time based
      upon an evaluation of economic and market trends and the anticipated
      relative total return available from a particular type of security.

      Domestic Income Fund

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

      Emerging Growth Fund

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


                                       9
<PAGE>   13

      Enterprise Fund

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

      Global Equity Fund

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

      Government Fund

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

      Money Market Fund

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

      Real Estate Securities Fund

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

Reinvestment

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

Transfers

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

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

   
Transfers may be made either in writing or, in states allowing such transfers,
by telephone. This telephone exchange privilege is made available to Policy
Owners automatically without the Policy Owner's election. The Company will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include the following: requesting
identifying information, such as name, contract number, Social Security Number,
and/or personal identification number; tape recording all telephone
transactions; or providing written confirmation thereof to both the Policy Owner
and any agent of record, at the
    


                                       10
<PAGE>   14

   
last address of record; or such other procedures as the Company may deem
reasonable. Although failure to follow reasonable procedures may result in the
Company's liability for any losses to unauthorized or fraudulent telephone
transfers, the Company will not be liable for following instructions
communicated by telephone which it reasonably believes to be genuine. Any losses
incurred pursuant to actions taken by the Company in reliance on telephone
instructions reasonably believed to be genuine shall be borne by the Policy
Owner. The Company may withdraw the telephone exchange privilege upon 30 days'
written notice to the Policy Owners.
    

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

Dollar Cost Averaging

   
The Policy Owner may direct the Company to automatically transfer from the Money
Market Account or the Fixed Account to any other sub-account within the Variable
Account on a monthly basis or as frequently as otherwise authorized by the
Company. This service is intended to allow the Policy Owner to utilize Dollar
Cost Averaging, a long-term investment program which provides for regular, level
investments over time. The Company makes no guarantees that Dollar Cost
Averaging will result in a profit or protect against loss. To qualify for Dollar
Cost Averaging there must be a minimum total Cash Value, less Policy
Indebtedness, of $15,000. Transfers for purposes of Dollar Cost Averaging can
only be made from the Money Market Fund 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 Fund or the Fixed Account will be processed
monthly, or as frequently as otherwise authorized by the Company. Until either
the value in the Money Market Fund or the Fixed Account is completely depleted
or the Policy Owner instructs the Company in writing to cancel the transfers.
    

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

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

Voting Rights

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

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

   
The Policy Owner shall be the person who has the voting interest under the
Contract. The number of underlying Mutual Fund shares attributable to each
Policy Owner is determined by dividing the Policy Owner's interest in each
respective Sub-Account of the Variable Account by the net asset value of the
underlying Mutual Fund corresponding to the Sub-Account. The number of shares
which a person has the right to vote will be determined as of the date to be
chosen by the Company not more than 90 days prior to the meeting of the
underlying Mutual Fund. Each person having a voting interest will receive
periodic reports relating to the underlying Mutual Fund, proxy material and a
form with which to give such voting instructions. 

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
with respect to all Contracts participating in the Variable Account.
    


                                       11
<PAGE>   15

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

                         INFORMATION ABOUT THE POLICIES

Underwriting and Issuance

- -Minimum Requirements for Issuance of a Policy

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

- -Premium Payments

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

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

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

Allocation of Cash Value

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

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


                                       12
<PAGE>   16

Short-Term Right to Cancel Policy

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

                                 POLICY CHARGES

Deductions from Premiums

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

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

Surrender Charges

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

      Issue          Male          Female          Male          Female
       Age       Non-Tobacco     Non-Tobacco     Standard       Standard
       ---       -----------     -----------     --------       --------

        25         $5.878          $5.537         $6.680         $5.945

        35          7.260           6.712          8.559          7.373

        45         11.159          10.160         13.244         11.151

        55         15.275          13.375         18.373         14.686

        65         23.821          20.553         27.943         22.165

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

               Issue                       Charge per $1,000 of
                Age                      Initial Specified Amount
                ---                      ------------------------

                0-39                              $3.50

               40-59                              $5.00

               60-75                              $6.50

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


                                       13
<PAGE>   17

is not attributable to the underwriting surrender charge component represents
the sales surrender charge component. The purpose of the sales surrender charge
is to reimburse the Company for some of the expenses incurred in the
distribution of the Policies. The Company also deducts 3.5% of each premium for
sales load (see "Deductions from Premiums").

- -Reductions to Surrender Charges

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

                         Surrender Charge                       Surrender Charge
         Completed      as a % of Initial      Completed       as a % of Initial
       Policy Years     Surrender Charges    Policy Years      Surrender Charges
       ------------     -----------------    ------------      -----------------

             0                 100%                5                  85%

             1                 100%                6                  80%

             2                 100%                7                  75%

             3                 95%                 8                  50%

             4                 90%                 9+                  0%

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

Deductions from Cash Value

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

      1.    monthly cost of insurance charges; plus

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

      3.    monthly administrative expense charge.

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

- -Monthly Cost of Insurance

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

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

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

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

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

The rate class of an Insured may affect the cost of insurance rate. The Company
currently places Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise identical Policy,
an Insured in the standard rate class will have a lower cost of insurance than
an Insured in a rate class with higher mortality risks. The Company may also
issue certain Policies on a "Simplified Issue"


                                       14
<PAGE>   18

   
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.
    

- -Monthly Administrative Charge

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

Deductions from the Sub-Accounts

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

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

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

                            HOW THE CASH VALUE VARIES

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

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

How the Investment Experience is Determined

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

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

Net Investment Factor

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

      (a)   is the net of:

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


                                       15
<PAGE>   19

   
            (2)   the per share amount of any dividend or capital gain
                  distributions made by the underlying Mutual Fund held in the
                  Variable Account 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 Variable Account 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
            deducted from the Variable Account. Such factor is equal to an
            annual rate of .80% of the daily net asset value of the Variable
            Account.

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

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

Valuation Of Assets

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

Determining The Cash Value

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

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

Valuation Date and Valuation Period

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

                        SURRENDERING THE POLICY FOR CASH

Right to Surrender

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

Cash Surrender Value

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


                                       16
<PAGE>   20

Partial Surrenders

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

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

      2.    the minimum partial surrender is $500; and

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

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

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

Maturity Proceeds

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

Income Tax Withholding

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

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

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

                                  POLICY LOANS

Taking a Policy Loan

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

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


                                       17
<PAGE>   21

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 Variable Account sub-account, withdrawals
from Variable Account sub-accounts will be made in proportion to the assets in
each Variable Account 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 Account sub-accounts. The amount taken out of the Variable
Account will not be affected by the Variable Account's investment experience
while the loan is outstanding.
    

Interest

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

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

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

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

Effect on Death Benefit and Cash Value

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

Repayment

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

                          HOW THE DEATH BENEFIT VARIES

Calculation of the Death Benefit

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


                                       18
<PAGE>   22

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

                           Male                           Female
     Issue             Non-Tobacco                     Non-Tobacco
                       -----------                     -----------
      Age         Option 1      Option 2          Option 1      Option 2
      ---         --------      --------          --------      --------

      30          $85,779       $75,378           $99,541       $93,577

      35          $68,165       $61,559           $79,212       $76,497

      40          $54,111       $50,082           $63,070       $62,320

      45          $43,165       $40,605           $50,599       $50,633

      50          $34,675       $32,791           $40,824       $40,958

      55          $28,136       $26,852           $33,171       $32,949

      60          $23,176       $22,867           $27,141       $26,301

      65          $19,474       $19,474           $22,369       $22,168

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

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

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

      The term "Applicable Percentage" means:

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

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


                                       19
<PAGE>   23

                    APPLICABLE PERCENTAGE OF CASH VALUE TABLE

Attained     Percentage     Attained     Percentage     Attained    Percentage
   Age      of Cash Value     Age      of Cash Value      Age      of Cash Value
   ---      -------------     ---      -------------      ---      -------------

  0-40          250%           60           130%           80          105%

   41           243%           61           128%           81          105%

   42           236%           62           126%           82          105%

   43           229%           63           124%           83          105%

   44           222%           64           122%           84          105%

   45           215%           65           120%           85          105%

   46           209%           66           119%           86          105%

   47           203%           67           118%           87          105%

   48           197%           68           117%           88          105%

   49           191%           69           116%           89          105%

   50           185%           70           115%           90          105%

   51           178%           71           113%           91          104%

   52           171%           72           111%           92          103%

   53           164%           73           109%           93          102%

   54           157%           74           107%           94          101%

   55           150%           75           105%           95          100%

   56           146%           76           105%

   57           142%           77           105%

   58           138%           78           105%

   59           134%           79           105%

Proceeds Payable on Death

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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

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

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


                                       20
<PAGE>   24

                          CHANGES OF INVESTMENT POLICY

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

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

                                  GRACE PERIOD

- -First Five Policy Years

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

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

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

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

- -Policy Years Six and After

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

- -All Policy Years

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

                                  REINSTATEMENT

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

      1.    submitting a written request at any time within 3 years after the
            end of the Grace Period and prior to the Maturity Date;
      2.    providing evidence of insurability satisfactory to the Company;
      3.    paying sufficient premium to cover all Policy Charges that were due
            and unpaid during the Grace Period;
      4.    paying sufficient premium to keep the Policy in force for 3 months
            from the date of reinstatement; and
      5.    paying or reinstating any Indebtedness against the Policy which
            existed at the end of the Grace Period.

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

      (1)   the Cash Value at the end of the Grace Period; or
      (2)   the Surrender Charge for the Policy Year in which the Policy was
            reinstated.

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


                                       21
<PAGE>   25

                            THE FIXED ACCOUNT OPTION

A Policy Owner may elect to allocate or transfer all or part of the Cash Value
to the Fixed Account and the amount allocated or transferred becomes part of the
Company's General Account. The Company's General Account consists of all assets
of the Company other than those in the Variable Account and in other separate
accounts that have been or may be established by the Company. Subject to
applicable law, the Company has sole discretion over the investment of the
assets of the General Account, and Policy Owners do not share in the investment
experience of those assets.

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

The Company guarantees that the part of the Cash Value invested under the Fixed
Account option will accrue interest daily at an effective annual rate that the
Company declares periodically. The Fixed Account crediting rate will not be less
than an effective annual rate of 4%. Upon request the Company will inform a
Policy Owner of the then applicable rate. The Company is not obligated to credit
interest at a higher rate.

                     CHANGES IN EXISTING INSURANCE COVERAGE

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

Specified Amount Increases

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

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

      (2)   satisfactory evidence of insurability must be provided;

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

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

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

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

Specified Amount Decreases

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

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

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

      (3)   against insurance provided under the original application.

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

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

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

Changes in the Death Benefit Option

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


                                       22
<PAGE>   26

Option 2 only in New York). The effective date of the change will be the Monthly
Anniversary Date 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 on the application or as subsequently changed, subject to
assignment, if any.
    

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

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

Beneficiary

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

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

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

Assignment

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

Incontestability

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

Error in Age or Sex

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

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

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

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


                                       23
<PAGE>   27

Suicide

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

Nonparticipating Policies

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

                              LEGAL CONSIDERATIONS

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

                          DISTRIBUTION OF THE POLICIES

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

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

                               CUSTODIAN OF ASSETS

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

                                   TAX MATTERS

Policy Proceeds

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

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

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

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


                                       24
<PAGE>   28

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

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

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

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

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

   
Federal Estate and Generation - Skipping Transfer Taxes

The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, an estate of less than $600,000 (inclusive of
certain pre-death gifts) will not incur a federal estate tax liability. In
addition, an unlimited marital deduction may be available for federal estate tax
purposes, for certain amounts that pass to the surviving spouse.

When the Insured dies, the death benefit will generally be included in the
Insured's federal gross estate if: (1) the proceeds were payable to or for the
benefit of the Insured's estate; or (2) the Insured held any "incident of
ownership" in the Policy at death or at any time within three years of death. An
incident of ownership is, in general, any right that may be exercised by the
owner of a policy, such as the right to borrow on the policy, or the right to
name a new beneficiary.

If the Policy Owner (whether or not he or she is the Insured) transfers
ownership of the Policy to another person, such transfer may be subject to a
federal gift tax. In addition, if such Policy Owner transfers the Policy to
someone two or more generations younger than the Policy Owner, the transfer may
be subject to the federal generation-skipping transfer tax ("GSTT"), the taxable
amount being the value of the policy.

Similarly, if the Beneficiary is two or more generations younger than the
Insured, the payment of the Death Proceeds at the death of the Insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the
Internal Revenue Service, the Company may be required to withhold a portion of
the Death Proceeds and pay them directly to the Internal Revenue Service as the
GSTT liability.

The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes. The tax rate is a flat rate equal to the maximum estate
tax rate (currently 55%), and there is a provision for an aggregate $1 million
exemption. Due to the complexity of these rules, the Policy Owner should consult
with their counsel or other competent advisors regarding these taxes.

Non-Resident Aliens

Distributions to nonresident aliens (NRAs) are generally subject to federal
income tax and tax withholding, at a statutory rate of thirty percent (30%) of
the amount of income that is distributed. The Company is required to withhold
such amount from the Distribution and remit it to the Internal Revenue Service.
Distributions to certain NRAs may be subject to lower, or in certain instances
zero, tax and withholding rates, if the United States has entered into an
applicable treaty. However, in order to obtain the benefits of such treaty
provisions, the NRA must give to the Company sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the Internal
Revenue Service. In addition, for any Distribution made after December 31, 1997,
the NRA must obtain an Individual Taxpayer Identification Number from the
Internal Revenue Service, and furnish that number to the Company prior to the
Distribution. If the Company does not have the proper proof of citizenship or
residency and (for Distributions after December 31, 1997) a proper Individual
Taxpayer Identification Number prior to any Distribution, the Company will be
required to withhold 30% of the income, regardless of any treaty provision.
    


                                       25
<PAGE>   29

   
A payment may not be subject to withholding where the recipient sufficiently
establishes to the Company that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and that such
payment is includable in the recipient's gross income for United States federal
income tax purposes. Any such distributions may be subject to back-up
withholding at the statutory rate (currently 31%) if no taxpayer identification
number, or an incorrect taxpayer identification number, is provided.
    

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.

   
Tax Changes

The foregoing discussion, which is based on the Company's understanding of
federal tax laws as they are currently interpreted by the Internal Revenue
Service, is general and is not intended as tax advice.

In the recent past, the Internal Revenue Code has been subjected to numerous
amendments and changes, and it is reasonable to believe that it will continue to
be revised. The United States Congress has, in the past, considered numerous
legislative proposals that, if enacted, could change the tax treatment of the
Policies. It is reasonable to believe that such proposals, and other proposals
will be considered in the future, and some of them may be enacted into law. In
addition, the Treasury Department may amend existing regulations, issue new
regulations, or adopt new interpretations of existing law that may be in
variance with its current positions on these matters. In addition, current state
law (which is not discussed herein), and future amendments to state law, may
affect the tax consequences of the Policy.

If the Policy Owner, Insured, or Beneficiary or other person receiving any
benefit or interest in or from the Policy is not both a resident or citizen of
the United States, there may be a tax imposed by a foreign country, in addition
to any tax imposed by the United States. The foreign law (including regulations,
rulings, and case law) may change and impose additional taxes on the Policy, the
Death Benefit, or other distributions under the Policy. If there is currently a
treaty that provides favorable treatment for distributions from the Policy
and/or ownership of the Policy, that treaty may be amended and all or part of
the favorable treatment may be eliminated.

Any or all of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a Policy may be changed retroactively. There
is no way of predicting whether, when, and to what extent any such change may
take place. No representation is made as to the likelihood of the continuation
of these current laws, interpretations, and policies.

THE FOREGOING IS A GENERAL EXPLANATION AS TO CERTAIN TAX MATTERS PERTAINING TO
INSURANCE CONTRACTS. IT IS NOT INTENDED TO BE LEGAL OR TAX ADVICE, AND SHOULD
NOT TAKE THE PLACE OF YOUR INDEPENDENT LEGAL, TAX AND/OR FINANCIAL ADVISOR.
    

                                   THE COMPANY

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

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

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


                                       26
<PAGE>   30

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

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

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

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


                                       27
<PAGE>   31

                               COMPANY MANAGEMENT

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

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

Directors of the Company

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

   
Keith W. Eckel                    1996      Partner, Fred W. Eckel Sons; President, Eckel Farms, Inc. (1)
    

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

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

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

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

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

   
Dimon Richard McFerson *+         1988      Chairman and Chief Executive Officer,  Nationwide  Insurance Enterprise
                                            (2)
    

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

   
C. Ray Noecker                    1994      Owner and Operator, Noecker Farms (1)
    

James F. Patterson +              1989      Vice President, Pattersons, Inc. ; President, Patterson Farms, Inc. (1)

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

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

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

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

- ----------
*Member, Executive Committee

+Member, Investment Committee

(1)   Principal occupation for last five years.

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

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

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


                                       28
<PAGE>   32

Executive Officers of the Company

Name                        Office Held

   
Dimon 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 R. Thresher            Vice President - Controller

Duane M. Campbell           Vice President - Treasurer

Mr. Gasper is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company. Mr. Galloway is also an officer of Nationwide Mutual
Insurance Company and Nationwide Life and Annuity Insurance Company. Each of the
other officers listed above is also an officer of each of the companies
comprising the Nationwide Insurance Enterprise. Each of the executive officers
listed above has been associated with the registrant in an executive capacity
for more than the past five years, except Mr. Thresher, who joined the
Registrant in 1996. From 1988-1996, Mr. Thresher served as a partner in the
accounting firm KPMG Peat Marwick LLP and lead partner for Nationwide Insurance
Enterprise from 1993-1996.
    

                     OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

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

                            REPORTS TO POLICY OWNERS

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

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

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


                                       29
<PAGE>   33

                                   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

   
From time to time the Company is a party to litigation and arbitration
proceedings in the ordinary course of its business, none of which is expected to
have a material adverse effect on the Company.

In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance pricing
and sales practices. A number of these lawsuits have resulted in substantial
jury awards or settlements. In October, 1996, a policyholder of Nationwide Life
filed a complaint in Alabama state court against Nationwide Life and an agent of
Nationwide Life (Wayne M. King v. Nationwide Life Insurance Company and Danny
Nix) related to the sale of a whole life policy on a "vanishing premium" basis
and seeking unspecified compensatory and punitive damages. In February, 1997,
Nationwide Life was named as a defendant in a lawsuit filed in New York Supreme
Court which also related to the sale of whole life policies on a "vanishing
premium" basis (John H. Snyder v. Nationwide Mutual Insurance Company,
Nationwide Mutual Insurance Co. and Nationwide Life Insurance Co.). The
plaintiff in such lawsuit seeks to represent a national class of Nationwide Life
policyholders and claims unspecified compensatory and punitive damages. This
lawsuit is in an early stage and has not been certified as a class action.
Nationwide Life intends to defend these cases vigorously. There can be no
assurance that any future litigation relating to pricing and sales practices
will not have a material adverse effect on the Company.

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

                                     EXPERTS

The financial statements and schedules 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 43215. All
the members of such firm are employed by the Nationwide Mutual Insurance
Company.
    


                                       30
<PAGE>   34

                                   APPENDIX 1

                                 ILLUSTRATION OF
                                SURRENDER CHARGES

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

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

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

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

Reductions to Surrender Charges.

===========================================================================
                  Surrender Charge                      Surrender Charge
   Completed     as a % of Initial       Completed     as a % of Initial
  Policy Years   Surrender Charges     Policy Years    Surrender Charges
- ---------------------------------------------------------------------------
       0                100%                 5                85%
- ---------------------------------------------------------------------------
       1                100%                 6                80%
- ---------------------------------------------------------------------------
       2                100%                 7                75%
- ---------------------------------------------------------------------------
       3                 95%                 8                50%
- ---------------------------------------------------------------------------
       4                 90%                 9+                 0%
===========================================================================

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

<TABLE>
<CAPTION>
Completed  Surrender Charge   Completed  Surrender Charge   Completed  Surrender Charge
 Policy    as a % of Initial   Policy    as a % of Initial   Policy    as a % of Initial
  Years    Surrender Charges    Years    Surrender Charges    Years    Surrender Charges
    <C>          <C>              <C>           <C>             <C>           <C>
    0            100%             5             83%             10            46%
    1             98%             6             75%             11            37%
    2             95%             7             70%             12            28%
    3             92%             8             65%             13            14%
    4             88%             9             55%             14+            0%
</TABLE>

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

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


                                       31
<PAGE>   35

                                   APPENDIX 2

                          ILLUSTRATIONS OF CASH VALUES
                              CASH SURRENDER VALUES
                               AND DEATH BENEFITS

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

   
The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return. This is due
to the daily charges made against the assets of the sub-accounts for assuming
Mortality and Expense Risks. The Mortality and Expense Risk Charges are
equivalent to an annual effective rate of .80% of the daily net asset value of
the Variable Account. In addition, the net investment returns also reflect the
deduction of underlying Mutual Fund investment advisory fees and other expenses
which are equivalent to an annual effective rate of 0.80 % of the daily net
asset value of the Variable Account.

Considering current charges for Mortality and Expense Risks, and underlying
Mutual Fund expenses, gross annual rates of return of 0%, 6% and 12% correspond
to net investment experience at constant annual rates of -1.60%, 4.40% and
10.40%.
    

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

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

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


                                       32
<PAGE>   36

                                       83
                             DEATH BENEFIT OPTION 1
                 $2,000 ANNUAL PREMIUM: $43,165 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       2,100       1,669      1,187       43,165      1,774      1,293        43,165        1,880        1,398       43,165
       2       4,305       3,309      2,827       43,165      3,623      3,142        43,165        3,950        3,469       43,165
       3       6,620       4,920      4,438       43,165      5,550      5,068        43,165        6,231        5,749       43,165
       4       9,051       6,503      6,046       43,165      7,559      7,101        43,165        8,746        8,288       43,165
       5      11,604       8,056      7,623       43,165      9,652      9,218        43,165       11,518       11,084       43,165
       6      12,184       7,723      7,314       43,165      9,865      9,455        43,165       12,495       12,086       43,165
       7      12,793       7,382      6,997       43,165     10,076      9,691        43,165       13,566       13,181       43,165
       8      13,433       7,032      6,670       43,165     10,285      9,924        43,165       14,741       14,379       43,165
       9      14,105       6,672      6,431       43,165     10,492     10,252        43,165       16,031       15,790       43,165
      10      14,810       6,299      6,299       43,165     10,694     10,694        43,165       17,448       17,448       43,165
      15      18,901       4,212      4,212       43,165     11,602     11,602        43,165       27,019       27,019       43,165
      20      24,124       1,479      1,479       43,165     12,112     12,112        43,165       42,818       42,818       52,238
      25      30,788         (*)        (*)          (*)     11,629     11,629        43,165       68,225       68,225       79,141
      30      39,295         (*)        (*)          (*)      8,751      8,751        43,165      108,941      108,941      116,567
      35      50,151         (*)        (*)          (*)        407        407        43,165      174,797      174,797      183,537
</TABLE>
    

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

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

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

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

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


                                       33
<PAGE>   37

                             DEATH BENEFIT OPTION 1
                 $2,000 ANNUAL PREMIUM: $43,165 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       2,100       1,576      1,095       43,165      1,679      1,197        43,165        1,781        1,300       43,165
       2       4,305       3,120      2,639       43,165      3,423      2,941        43,165        3,739        3,257       43,165
       3       6,620       4,632      4,151       43,165      5,237      4,755        43,165        5,891        5,409       43,165
       4       9,051       6,112      5,655       43,165      7,123      6,665        43,165        8,260        7,803       43,165
       5      11,604       7,561      7,127       43,165      9,085      8,651        43,165       10,870       10,437       43,165
       6      12,184       7,114      6,705       43,165      9,152      8,743        43,165       11,662       11,252       43,165
       7      12,793       6,650      6,265       43,165      9,202      8,817        43,165       12,520       12,135       43,165
       8      13,433       6,164      5,803       43,165      9,229      8,868        43,165       13,450       13,089       43,165
       9      14,105       5,651      5,411       43,165      9,230      8,989        43,165       14,459       14,218       43,165
      10      14,810       5,108      5,108       43,165      9,199      9,199        43,165       15,553       15,553       43,165
      15      18,901       1,768      1,768       43,165      8,372      8,372        43,165       22,695       22,695       43,165
      20      24,124         (*)        (*)          (*)      5,535      5,535        43,165       34,256       34,256       43,165
      25      30,788         (*)        (*)          (*)        (*)        (*)           (*)       53,378       53,378       61,918
      30      39,295         (*)        (*)          (*)        (*)        (*)           (*)       83,544       83,544       89,392
      35      50,151         (*)        (*)          (*)        (*)        (*)           (*)      131,940      131,940      138,537
</TABLE>
    

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

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

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

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

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


                                       34
<PAGE>   38

                             DEATH BENEFIT OPTION 2
                 $2,000 ANNUAL PREMIUM: $40,605 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       2,100       1,671      1,218       42,276      1,777      1,323        42,382        1,882        1,429       42,487
       2       4,305       3,309      2,855       43,914      3,622      3,169        44,227        3,948        3,495       44,553
       3       6,620       4,911      4,458       45,516      5,538      5,085        46,143        6,217        5,764       46,822
       4       9,051       6,480      6,050       47,085      7,529      7,098        48,134        8,708        8,278       49,313
       5      11,604       8,012      7,604       48,617      9,593      9,185        50,198       11,441       11,034       52,046
       6      14,284       9,507      9,122       50,112     11,734     11,348        52,339       14,442       14,057       55,047
       7      17,098      10,966     10,603       51,571     13,953     13,591        54,558       17,735       17,372       58,340
       8      20,053      12,386     12,047       52,991     16,253     15,913        56,858       21,348       21,009       61,953
       9      23,156      13,770     13,543       54,375     18,637     18,411        59,242       25,316       25,090       65,921
      10      26,414      15,113     15,113       55,718     21,106     21,106        61,711       29,670       29,670       70,275
      15      45,315      21,412     21,412       62,017     35,044     35,044        75,649       59,013       59,013       99,618
      20      69,439      26,503     26,503       67,108     51,435     51,435        92,040      105,809      105,809      146,414
      25     100,227      29,930     29,930       70,535     70,234     70,234       110,839      180,303      180,303      220,908
      30     139,522      30,793     30,793       71,398     90,822     90,822       131,427      298,503      298,503      339,108
      35     189,673      27,940     27,940       68,545    112,064    112,064       152,669      486,038      486,038      526,643
</TABLE>
    

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

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

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

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

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


                                       35
<PAGE>   39

                             DEATH BENEFIT OPTION 2
                 $2,000 ANNUAL PREMIUM: $40,605 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       2,100       1,580      1,127       42,185      1,682      1,229        42,287        1,785        1,332       42,390
       2       4,305       3,120      2,667       43,725      3,422      2,969        44,027        3,737        3,283       44,342
       3       6,620       4,621      4,167       45,226      5,221      4,768        45,826        5,871        5,418       46,476
       4       9,051       6,080      5,649       46,685      7,080      6,649        47,685        8,206        7,775       48,811
       5      11,604       7,497      7,089       48,102      8,999      8,592        49,604       10,759       10,351       51,364
       6      14,284       8,870      8,485       49,475     10,980     10,595        51,585       13,551       13,165       54,156
       7      17,098      10,197      9,834       50,802     13,020     12,658        53,625       16,601       16,239       57,206
       8      20,053      11,474     11,134       52,079     15,120     14,780        55,725       19,934       19,594       60,539
       9      23,156      12,698     12,472       53,303     17,276     17,050        57,881       23,573       23,346       64,178
      10      26,414      13,867     13,867       54,472     19,488     19,488        60,093       27,545       27,545       68,150
      15      45,315      18,766     18,766       59,371     31,320     31,320        71,925       53,567       53,567       94,172
      20      69,439      21,628     21,628       62,233     44,037     44,037        84,642       93,736       93,736      134,341
      25     100,227      21,418     21,418       62,023     56,475     56,475        97,080      155,346      155,346      195,951
      30     139,522      16,390     16,390       56,995     66,311     66,311       106,916      249,280      249,280      289,885
      35     189,673       3,583      3,583       44,188     69,068     69,068       109,673      391,346      391,346      431,951
</TABLE>
    

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

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

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

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

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


                                       36
<PAGE>   40

                             DEATH BENEFIT OPTION 1
                $5,000 ANNUAL PREMIUM: $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       5,250       4,293      3,021      114,019      4,561      3,288       114,019        4,828        3,556      114,019
       2      10,763       8,513      7,241      114,019      9,313      8,041       114,019       10,146        8,873      114,019
       3      16,551      12,658     11,386      114,019     14,266     12,994       114,019       16,004       14,732      114,019
       4      22,628      16,733     15,524      114,019     19,430     18,221       114,019       22,462       21,254      114,019
       5      29,010      20,731     19,586      114,019     24,810     23,665       114,019       29,580       28,435      114,019
       6      30,460      20,015     18,934      114,019     25,500     24,418       114,019       32,232       31,150      114,019
       7      31,983      19,281     18,264      114,019     26,196     25,178       114,019       35,141       34,123      114,019
       8      33,582      18,527     17,572      114,019     26,896     25,942       114,019       38,334       37,380      114,019
       9      35,261      17,752     17,115      114,019     27,603     26,967       114,019       41,845       41,208      114,019
      10      37,024      16,948     16,948      114,019     28,309     28,309       114,019       45,702       45,702      114,019
      15      47,254      12,443     12,443      114,019     31,810     31,810       114,019       71,779       71,779      114,019
      20      60,309       6,547      6,547      114,019     34,848     34,848       114,019      114,729      114,729      139,970
      25      76,971         (*)        (*)          (*)     36,354     36,354       114,019      183,892      183,892      213,315
      30      98,237         (*)        (*)          (*)     33,866     33,866       114,019      294,989      294,989      315,639
      35     125,378         (*)        (*)          (*)     22,476     22,476       114,019      474,843      474,843      498,585
</TABLE>
    

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

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

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

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

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


                                       37
<PAGE>   41

                             DEATH BENEFIT OPTION 1
                $5,000 ANNUAL PREMIUM: $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       5,250       4,161      2,889      114,019      4,424      3,152       114,019        4,687        3,415      114,019
       2      10,763       8,241      6,969      114,019      9,025      7,753       114,019        9,841        8,569      114,019
       3      16,551      12,241     10,969      114,019     13,812     12,540       114,019       15,512       14,240      114,019
       4      22,628      16,162     14,953      114,019     18,794     17,586       114,019       21,756       20,547      114,019
       5      29,010      20,004     18,859      114,019     23,981     22,836       114,019       28,635       27,490      114,019
       6      30,460      19,117     18,036      114,019     24,453     23,372       114,019       31,012       29,931      114,019
       7      31,983      18,195     17,177      114,019     24,905     23,887       114,019       33,605       32,587      114,019
       8      33,582      17,230     16,276      114,019     25,330     24,376       114,019       36,434       35,479      114,019
       9      35,261      16,215     15,579      114,019     25,719     25,083       114,019       39,521       38,884      114,019
      10      37,024      15,141     15,141      114,019     26,065     26,065       114,019       42,893       42,893      114,019
      15      47,254       8,579      8,579      114,019     26,825     26,825       114,019       65,311       65,311      114,019
      20      60,309         (*)        (*)          (*)     24,571     24,571       114,019      102,226      102,226      124,715
      25      76,971         (*)        (*)          (*)     15,540     15,540       114,019      161,729      161,729      187,606
      30      98,237         (*)        (*)          (*)        (*)        (*)           (*)      256,231      256,231      274,167
      35     125,378         (*)        (*)          (*)        (*)        (*)           (*)      408,353      408,353      428,770
</TABLE>
    

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

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

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

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

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


                                       38
<PAGE>   42

                             DEATH BENEFIT OPTION 2
                $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       5,250       4,308      3,153      107,829      4,576      3,420       108,097        4,843        3,688      108,364
       2      10,763       8,532      7,377      112,053      9,332      8,177       112,853       10,165        9,009      113,686
       3      16,551      12,670     11,515      116,191     14,275     13,120       117,796       16,010       14,855      119,531
       4      22,628      16,725     15,627      120,246     19,413     18,315       122,934       22,434       21,337      125,955
       5      29,010      20,688     19,649      124,209     24,745     23,705       128,266       29,487       28,447      133,008
       6      35,710      24,564     23,583      128,085     30,282     29,300       133,803       37,235       36,253      140,756
       7      42,746      28,350     27,425      131,871     36,028     35,104       139,549       45,743       44,819      149,264
       8      50,133      32,043     31,176      135,564     41,990     41,123       145,511       55,088       54,222      158,609
       9      57,889      35,646     35,068      139,167     48,176     47,599       151,697       65,356       64,778      168,877
      10      66,034      39,152     39,152      142,673     54,589     54,589       158,110       76,630       76,630      180,151
      15     113,287      55,710     55,710      159,231     90,922     90,922       194,443      152,747      152,747      256,268
      20     173,596      69,432     69,432      172,953    134,022    134,022       237,543      274,557      274,557      378,078
      25     250,567      79,355     79,355      182,876    184,141    184,141       287,662      469,203      469,203      572,724
      30     348,804      83,552     83,552      187,073    240,371    240,371       343,892      779,427      779,427      882,948
      35     474,182      79,551     79,551      183,072    300,799    300,799       404,320    1,273,881    1,273,881    1,377,402
</TABLE>
    

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

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

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

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

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


                                       39
<PAGE>   43

                             DEATH BENEFIT OPTION 2
                $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       5,250       4,182      3,027      107,703      4,445      3,290       107,966        4,709        3,553      108,230
       2      10,763       8,269      7,113      111,790      9,053      7,897       112,574        9,868        8,713      113,389
       3      16,551      12,260     11,105      115,781     13,828     12,672       117,349       15,523       14,368      119,044
       4      22,628      16,154     15,057      119,675     18,774     17,676       122,295       21,720       20,622      125,241
       5      29,010      19,950     18,910      123,471     23,896     22,856       127,417       28,511       27,471      132,032
       6      35,710      23,643     22,661      127,164     29,195     28,213       132,716       35,952       34,970      139,473
       7      42,746      27,229     26,305      130,750     34,674     33,750       138,195       44,103       43,179      147,624
       8      50,133      30,703     29,837      134,224     40,333     39,466       143,854       53,028       52,162      156,549
       9      57,889      34,058     33,481      137,579     46,170     45,592       149,691       62,798       62,221      166,319
      10      66,034      37,289     37,289      140,810     52,185     52,185       155,706       73,492       73,492      177,013
      15     113,287      51,377     51,377      154,898     84,935     84,935       188,456      144,161      144,161      247,682
      20     173,596      61,139     61,139      164,660    121,686    121,686       225,207      254,910      254,910      358,431
      25     250,567      64,595     64,595      168,116    160,713    160,713       264,234      427,812      427,812      531,333
      30     348,804      58,407     58,407      161,928    198,201    198,201       301,722      696,908      696,908      800,429
      35     474,182      36,972     36,972      140,493    226,428    226,428       329,949    1,114,025    1,114,025    1,217,546
</TABLE>
    

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

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

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

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

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


                                       40
<PAGE>   44

                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $301,625 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1      21,000      17,228     12,621      301,625     18,300     13,692       301,625       19,372       14,765      301,625
       2      43,050      34,166     29,559      301,625     37,380     32,772       301,625       40,722       36,115      301,625
       3      66,203      50,834     46,226      301,625     57,297     52,689       301,625       64,285       59,677      301,625
       4      90,513      67,231     62,854      301,625     78,091     73,714       301,625       90,300       85,923      301,625
       5     116,038      83,344     79,198      301,625     99,792     95,645       301,625      119,028      114,881      301,625
       6     121,840      80,575     76,659      301,625    102,734     98,818       301,625      129,942      126,026      301,625
       7     127,932      77,711     74,026      301,625    105,712    102,026       301,625      141,953      138,268      301,625
       8     134,329      74,723     71,267      301,625    108,706    105,251       301,625      155,177      151,721      301,625
       9     141,045      71,598     69,294      301,625    111,714    109,410       301,625      169,759      167,455      301,625
      10     148,097      68,341     68,341      301,625    114,748    114,748       301,625      185,877      185,877      301,625
      15     189,014      48,497     48,497      301,625    129,367    129,367       301,625      296,579      296,579      344,032
      20     241,235      18,045     18,045      301,625    140,748    140,748       301,625      477,065      477,065      510,460
      25     307,884         (*)        (*)          (*)    144,237    144,237       301,625      769,507      769,507      807,982
      30     392,947         (*)        (*)          (*)    130,130    130,130       301,625    1,235,396    1,235,396    1,297,166
      35     501,511         (*)        (*)          (*)     69,897     69,897       301,625    1,968,588    1,968,588    2,067,018
</TABLE>
    

ASSUMPTIONS:

(1)   ASSUMES NO POLICY HAVE BEEN MADE.

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

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

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

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


                                       41
<PAGE>   45

                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $301,625 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1      21,000      16,090     11,482      301,625     17,126     12,519       301,625       18,165       13,557      301,625
       2      43,050      31,830     27,223      301,625     34,910     30,303       301,625       38,117       33,509      301,625
       3      66,203      47,237     42,630      301,625     53,403     48,796       301,625       60,079       55,472      301,625
       4      90,513      62,317     57,940      301,625     72,654     68,277       301,625       84,298       79,921      301,625
       5     116,038      77,074     72,927      301,625     92,718     88,571       301,625      111,058      106,911      301,625
       6     121,840      72,763     68,847      301,625     93,784     89,867       301,625      119,690      115,774      301,625
       7     127,932      68,141     64,455      301,625     94,611     90,925       301,625      129,070      125,384      301,625
       8     134,329      63,145     59,689      301,625     95,144     91,688       301,625      139,275      135,819      301,625
       9     141,045      57,706     55,402      301,625     95,320     93,016       301,625      150,403      148,100      301,625
      10     148,097      51,753     51,753      301,625     95,073     95,073       301,625      162,580      162,580      301,625
      15     189,014      11,272     11,272      301,625     84,689     84,689       301,625      246,076      246,076      301,625
      20     241,235         (*)        (*)          (*)     43,920     43,920       301,625      389,728      389,728      417,009
      25     307,884         (*)        (*)          (*)        (*)        (*)           (*)      621,406      621,406      652,476
      30     392,947         (*)        (*)          (*)        (*)        (*)           (*)      979,313      979,313    1,028,279
      35     501,511         (*)        (*)          (*)        (*)        (*)           (*)    1,514,963    1,514,963    1,590,711
</TABLE>
    

ASSUMPTIONS:

(1)   ASSUMES NO POLICY HAVE BEEN MADE.

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

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

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

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


                                       42
<PAGE>   46

                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $271,462 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>         <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       21,000      17,280     13,133     288,742        18,351     14,204      289,813       19,423       15,276     290,885
       2       43,050      34,194     30,047     305,656        37,400     33,253      308,862       40,733       36,587     312,195
       3       66,203      50,753     46,607     322,215        57,182     53,035      328,644       64,131       59,984     335,593
       4       90,513      66,948     63,008     338,410        77,713     73,774      349,175       89,813       85,874     361,275
       5      116,038      82,746     79,014     354,208        98,988     95,256      370,450      117,973      114,241     389,435
       6      142,840      98,160     94,636     369,622       121,044    117,520      392,506      148,871      145,346     420,333
       7      170,982     113,183    109,866     384,645       143,902    140,584      415,364      182,772      179,455     454,234
       8      200,531     127,788    124,678     399,250       167,561    164,452      439,023      219,950      216,840     491,412
       9      231,558     141,971    139,898     413,433       192,047    189,974      463,509      260,728      258,654     532,190
      10      264,136     155,748    155,748     427,210       217,404    217,404      488,866      305,483      305,483     576,945
      15      453,150     219,101    219,101     490,563       359,192    359,192      630,654      605,556      605,556     877,018
      20      694,385     266,818    266,818     538,280       522,020    522,020      793,482    1,079,684    1,079,684   1,351,146
      25    1,002,269     293,778    293,778     565,240       703,566    703,566      975,028    1,828,689    1,828,689   2,100,151
      30    1,395,216     293,109    293,109     564,571       898,479    898,479    1,169,941    3,013,781    3,013,781   3,285,243
      35    1,896,726     252,804    252,804     524,266     1,093,780  1,093,780    1,365,242    4,890,156    4,890,156   5,161,618
</TABLE>
    

ASSUMPTIONS:

(1)   ASSUMES NO POLICY HAVE BEEN MADE.

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

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

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

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


                                       43
<PAGE>   47

                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $271,462 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       21,000      16,193     12,046      287,655     17,229     13,082      288,691       18,266       14,120      289,728
       2       43,050      31,902     27,755      303,364     34,968     30,821      306,430       38,158       34,012      309,620
       3       66,203      47,121     42,974      318,583     53,224     49,077      324,686       59,828       55,682      331,290
       4       90,513      61,830     57,891      333,292     71,992     68,053      343,454       83,429       79,490      354,891
       5      116,038      76,005     72,273      347,467     91,260     87,528      362,722      109,123      105,391      380,585
       6      142,840      89,618     86,093      361,080    111,013    107,489      382,475      137,087      133,562      408,549
       7      170,982     102,640     99,322      374,102    131,232    127,915      402,694      167,510      164,193      438,972
       8      200,531     115,021    111,911      386,483    151,877    148,767      423,339      200,584      197,474      472,046
       9      231,558     126,715    124,642      398,177    172,906    170,833      444,368      236,518      234,445      507,980
      10      264,136     137,676    137,676      409,138    194,280    194,280      465,742      275,545      275,545      547,007
      15      453,150     180,048    180,048      451,510    304,839    304,839      576,301      527,159      527,159      798,621
      20      694,385     194,577    194,577      466,039    413,296    413,296      684,758      904,420      904,420    1,175,882
      25    1,002,269     166,771    166,771      438,233    499,862    499,862      771,324    1,463,805    1,463,805    1,735,267
      30    1,395,216      78,274     78,274      349,736    534,756    534,756      806,218    2,291,535    2,291,535    2,562,997
      35    1,896,726         (*)        (*)          (*)    464,768    464,768      736,230    3,508,317    3,508,317    3,779,779
</TABLE>
    

ASSUMPTIONS:

(1)   ASSUMES NO POLICY HAVE BEEN MADE.

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

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

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

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


                                       44
<PAGE>   48

                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $205,135 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1      21,000      16,627     11,741      205,135     17,682     12,796       205,135       18,738       13,852      205,135
       2      43,050      32,966     28,080      205,135     36,120     31,234       205,135       39,403       34,516      205,135
       3      66,203      49,042     44,155      205,135     55,385     50,499       205,135       62,250       57,363      205,135
       4      90,513      64,862     60,220      205,135     75,539     70,897       205,135       87,560       82,918      205,135
       5     116,038      80,462     76,064      205,135     96,683     92,285       205,135      115,688      111,290      205,135
       6     121,840      77,069     72,915      205,135     98,991     94,838       205,135      125,984      121,831      205,135
       7     127,932      73,432     69,523      205,135    101,238     97,329       205,135      137,375      133,466      205,135
       8     134,329      69,528     65,863      205,135    103,419     99,754       205,135      150,035      146,370      205,135
       9     141,045      65,316     62,873      205,135    105,521    103,078       205,135      164,166      161,723      205,135
      10     148,097      60,735     60,735      205,135    107,517    107,517       205,135      180,008      180,008      205,135
      15     189,014      30,003     30,003      205,135    115,209    115,209       205,135      289,775      289,775      304,263
      20     241,235         (*)        (*)          (*)    115,939    115,939       205,135      464,975      464,975      488,224
      25     307,884         (*)        (*)          (*)     98,785     98,785       205,135      740,693      740,693      777,728
      30     392,947         (*)        (*)          (*)     26,156     26,156       205,135    1,183,353    1,183,353    1,195,186
      35     501,511         (*)        (*)          (*)        (*)        (*)           (*)    1,925,400    1,925,400    1,925,400
</TABLE>
    

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

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

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

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

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


                                       45
<PAGE>   49

                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $205,135 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1      21,000      14,214      9,327      205,135     15,197     10,311       205,135       16,183       11,297      205,135
       2      43,050      28,097     23,210      205,135     30,979     26,093       205,135       33,987       29,100      205,135
       3      66,203      41,686     36,799      205,135     47,438     42,551       205,135       53,684       48,798      205,135
       4      90,513      55,014     50,372      205,135     64,676     60,034       205,135       75,604       70,962      205,135
       5     116,038      68,111     63,713      205,135     82,814     78,416       205,135      100,144       95,746      205,135
       6     121,840      61,803     57,650      205,135     81,644     77,490       205,135      106,295      102,142      205,135
       7     127,932      54,756     50,847      205,135     79,847     75,938       205,135      112,910      109,001      205,135
       8     134,329      46,792     43,127      205,135     77,269     73,604       205,135      120,052      116,387      205,135
       9     141,045      37,698     35,255      205,135     73,722     71,279       205,135      127,819      125,376      205,135
      10     148,097      27,236     27,236      205,135     68,994     68,994       205,135      136,356      136,356      205,135
      15     189,014         (*)        (*)          (*)     16,457     16,457       205,135      200,805      200,805      210,845
      20     241,235         (*)        (*)          (*)        (*)        (*)           (*)      316,074      316,074      331,878
      25     307,884         (*)        (*)          (*)        (*)        (*)           (*)      488,573      488,573      513,002
      30     392,947         (*)        (*)          (*)        (*)        (*)           (*)      761,140      761,140      768,751
      35     501,511         (*)        (*)          (*)        (*)        (*)           (*)    1,238,097    1,238,097    1,238,097
</TABLE>
    

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

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

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

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

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


                                       46
<PAGE>   50

                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $194,739 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       21,000      16,555     11,917      211,294     17,603     12,964      212,342       18,652       14,013      213,391
       2       43,050      32,638     27,999      227,377     35,750     31,111      230,489       38,987       34,348      233,726
       3       66,203      48,240     43,601      242,979     54,447     49,808      249,186       61,162       56,523      255,901
       4       90,513      63,326     58,919      258,065     73,675     69,268      268,414       85,319       80,912      280,058
       5      116,038      77,889     73,714      272,628     93,441     89,266      288,180      111,644      107,469      306,383
       6      142,840      91,920     87,977      286,659    113,750    109,807      308,489      140,341      136,398      335,080
       7      170,982     105,370    101,659      300,109    134,567    130,856      329,306      171,592      167,881      366,331
       8      200,531     118,232    114,753      312,971    155,897    152,418      350,636      205,641      202,161      400,380
       9      231,558     130,484    128,164      325,223    177,729    175,409      372,468      242,740      240,420      437,479
      10      264,136     142,076    142,076      336,815    200,024    200,024      394,763      283,138      283,138      477,877
      15      453,150     190,985    190,985      385,724    319,900    319,900      514,639      548,727      548,727      743,466
      20      694,385     217,810    217,810      412,549    446,923    446,923      641,662      956,671      956,671    1,151,410
      25    1,002,269     214,110    214,110      408,849    571,206    571,206      765,945    1,583,081    1,583,081    1,777,820
      30    1,395,216     169,455    169,455      364,194    677,161    677,161      871,900    2,547,576    2,547,576    2,742,315
      35    1,896,726      99,545     99,545      294,284    773,544    773,544      968,283    4,075,781    4,075,781    4,270,520
</TABLE>
    

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

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

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

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

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


                                       47
<PAGE>   51

                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $194,739 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
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
      <C>     <C>          <C>        <C>         <C>         <C>        <C>          <C>         <C>          <C>         <C>   
       1       21,000      14,073      9,434      208,812     15,041     10,402      209,780       16,011       11,373      210,750
       2       43,050      27,456     22,818      222,195     30,250     25,611      224,989       33,164       28,525      227,903
       3       66,203      40,126     35,487      234,865     45,598     40,959      240,337       51,536       46,897      246,275
       4       90,513      52,048     47,641      246,787     61,046     56,639      255,785       71,206       66,799      265,945
       5      116,038      63,172     58,997      257,911     76,533     72,358      271,272       92,240       88,065      286,979
       6      142,840      73,431     69,488      268,170     91,978     88,034      286,717      114,693      110,750      309,432
       7      170,982      82,738     79,027      277,477    107,274    103,563      302,013      138,601      134,890      333,340
       8      200,531      90,981     87,502      285,720    122,287    118,808      317,026      163,981      160,502      358,720
       9      231,558      98,052     95,732      292,791    136,873    134,554      331,612      190,849      188,530      385,588
      10      264,136     103,860    103,860      298,599    150,903    150,903      345,642      219,241      219,241      413,980
      15      453,150     111,861    111,861      306,600    208,760    208,760      403,499      386,776      386,776      581,515
      20      694,385      74,182     74,182      268,921    228,548    228,548      423,287      600,159      600,159      794,898
      25    1,002,269         (*)        (*)          (*)    171,861    171,861      366,600      853,968      853,968    1,048,707
      30    1,395,216         (*)        (*)          (*)        (*)        (*)          (*)    1,139,903    1,139,903    1,334,642
      35    1,896,726         (*)        (*)          (*)        (*)        (*)          (*)    1,445,143    1,445,143    1,639,882
</TABLE>
    

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

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

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

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

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


                                       48
<PAGE>   52

<PAGE>   1

                          INDEPENDENT AUDITORS' REPORT


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

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account as of December 31,
1996, 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, 1996, by correspondence with 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, 1996, 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 7, 1997



<PAGE>   2

                        NATIONWIDE VLI SEPARATE ACCOUNT
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1996

<TABLE>
<S>                                                          <C>
ASSETS:

   Investments in Van Kampen American Capital Life
      Investment Trust, at market value:

      Asset Allocation Fund
         2,155,022 shares (cost $24,422,269)                  $ 24,459,498

      Domestic Income Fund
         333,174 shares (cost $2,688,144)                        2,668,722

      Emerging Growth Fund
         119,694 shares (cost $1,613,469)                        1,635,017

      Enterprise Fund
         1,816,594 shares (cost $25,629,353)                    29,537,819

      Global Equity Fund
         86,385 shares (cost $962,884)                           1,007,252

      Government Fund
         5,762,429 shares (cost $50,750,069)                    49,902,635

      Money Market Fund
         9,135,631 shares (cost $9,135,631)                      9,135,631

      Real Estate Securities Fund
         13,353 shares (cost $168,204)                             197,360
                                                             -------------
      Total assets                                             118,543,934

ACCOUNTS PAYABLE                                                    43,083
                                                             -------------
CONTRACT OWNER'S EQUITY                                      $ 118,500,851
                                                             =============
</TABLE>



<PAGE>   3

<TABLE>
<CAPTION>
Contract owners' equity represented by:                                  UNITS        UNIT VALUE
                                                                         -----        ----------
   <S>                                                                <C>            <C>             <C>
   Single Premium contracts issued prior to April 16, 1990
   (policy years 1 through 10):
      Asset Allocation Fund (formerly Multiple Strategy)                744,990      $ 24.272482     $ 18,082,756
      Domestic Income Fund                                               86,684        18.211426        1,578,639
      Emerging Growth Fund                                               69,012        13.467256          929,402
      Enterprise Fund (formerly Common Stock)                           700,997        27.810473       19,495,058
      Global Equity Fund                                                 33,541        11.864328          397,941
      Government Fund                                                 1,655,527        19.185493       31,762,102
      Money Market Fund                                                 400,870        16.307639        6,537,243
      Real Estate Securities Fund                                        10,042        15.011508          150,746

   Single Premium contracts issued prior to April 16, 1990
   (policy year 11 and thereafter):
      Asset Allocation Fund (formerly Multiple Strategy)                251,360        24.345677        6,119,529
      Domestic Income Fund                                               51,343        18.266338          937,849
      Emerging Growth Fund                                               32,856        13.507925          443,816
      Enterprise Fund (formerly Common Stock)                           351,513        27.894373        9,805,235
      Global Equity Fund                                                 50,767        11.900110          604,133
      Government Fund                                                   939,781        19.243796       18,084,954
      Money Market Fund                                                 158,361        16.356824        2,590,283
      Real Estate Securities Fund                                         3,093        15.056707           46,570

   Single Premium contracts issued on or after April 16, 1990:
      Asset Allocation Fund (formerly Multiple Strategy)                  5,452        20.858239          113,719
      Domestic Income Fund                                                8,374        18.004549          150,770
      Emerging Growth Fund                                               19,492        13.396950          261,133
      Enterprise Fund (formerly Common Stock)                             2,431        26.183349           63,652
      Global Equity Fund                                                    342        11.802380            4,036
      Government Fund                                                     2,775        14.546815           40,367
      Money Market Fund                                                     122        12.061110            1,471

   Multiple Premium Contracts and Flexible Premium Contracts:
      Asset Allocation Fund (formerly Multiple Strategy)                  7,384        18.790954          138,752
      Enterprise Fund (formerly Common Stock)                             7,157        22.452797          160,695
                                                                      =========        =========    -------------   
                                                                                                    $ 118,500,851
                                                                                                    =============
</TABLE>

See accompanying notes to financial statements.



<PAGE>   4

                        NATIONWIDE VLI SEPARATE ACCOUNT
        STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996              1995              1994
                                                                      ----              ----              ----
<S>                                                               <C>                 <C>              <C>
INVESTMENT ACTIVITY:
   Reinvested capital gains and dividends                          $ 11,026,808        11,096,149        9,791,294
   Mortality and expense charges (note 3)                            (1,030,085)       (1,124,778)      (1,135,456)
                                                                   ------------       -----------      -----------
      Net investment activity                                         9,996,723         9,971,371        8,655,838
                                                                   ------------       -----------      -----------

   Proceeds from mutual fund shares sold                             24,568,211        23,835,749       22,040,399
   Cost of mutual fund shares sold                                  (22,544,406)      (21,777,460)     (20,667,556)
                                                                   ------------       -----------      -----------
      Realized gain (loss) on investments                             2,023,805         2,058,289        1,372,843
   Change in unrealized gain (loss) on investments                   (1,839,618)       11,069,519      (15,672,902)
                                                                   ------------       -----------      -----------
      Net gain (loss) on investments                                    184,187        13,127,808      (14,300,059)
                                                                   ------------       -----------      -----------
         Net increase (decrease) in contract owners'
            equity resulting from operations                         10,180,910        23,099,179       (5,644,221)
                                                                   ------------       -----------      -----------

EQUITY TRANSACTIONS:
   Purchase payments received from contract owners                       54,433            39,639           25,229
   Surrenders (note 2d)                                             (13,731,809)      (11,745,567)      (9,547,706)
   Death Benefits (note 4)                                           (1,201,226)       (1,552,445)      (1,196,526)
   Policy loans (net of repayments) (note 5)                          3,043,009           833,405        1,817,775
   Deductions for surrender charges (note 2d)                           (16,455)         (193,286)        (377,936)
   Redemptions to pay cost of insurance charges
      and administrative charges (notes 2b and 2c)                   (1,530,522)       (1,770,626)      (2,043,874)
                                                                   ------------       -----------      -----------
         Net equity transactions                                    (13,382,570)      (14,388,880)     (11,323,038)
                                                                   ------------       -----------      -----------


Net change in contract owners' equity                                (3,201,660)        8,710,299      (16,967,259)
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD                         121,702,511       112,992,212      129,959,471
                                                                   ------------       -----------      -----------
CONTRACT OWNERS' EQUITY END OF PERIOD                             $ 118,500,851       121,702,511      112,992,212
                                                                   ============       ===========      ===========
</TABLE>


See accompanying notes to financial statements.



<PAGE>   5

                        NATIONWIDE VLI SEPARATE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1995 AND 1994

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization and Nature of Operations

         The Nationwide VLI Separate Account (the Account) was established
         pursuant to a resolution of the Board of Directors of Nationwide Life
         Insurance Company (the Company) on August 8, 1984. The Account has
         been registered as a unit investment trust under the Investment
         Company Act of 1940.

         The Company offers modified single premium, 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.

         Contract owners may invest in the following funds:

         Funds of the Van Kampen American Capital Life Investment Trust (Van
         Kampen American Capital LIT);
            Van Kampen American Capital LIT-Asset Allocation Fund
              (formerly Multiple Strategy)
            Van Kampen American Capital LIT-Domestic Income Fund
              (formerly Corporate Bond)
            Van Kampen American Capital LIT-Emerging Growth Fund
            Van Kampen American Capital LIT-Enterprise Fund
              (formerly Common Stock Fund)
            Van Kampen American Capital LIT-Global Equity Fund
            Van Kampen American Capital LIT-Government Fund
            Van Kampen American Capital LIT-Money Market Fund
            Van Kampen American Capital LIT-Real Estate Securities Fund

         At December 31, 1996, contract owners have invested in all of the
         above funds.

         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, 1996. 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.


<PAGE>   6

     (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.

     (f) Reclassifications

         Certain 1995 and 1994 amounts have been reclassified to conform with
         the current year presentation.

(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) Surrender Charges

         Policy surrenders result in a redemption of the contract value from
         the 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>   7

(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
     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 the unit values, which
     are the basis for determining contract owners' equity. This schedule is
     presented in the following format:

         o    Beginning unit value - Jan. 1

         o    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.)

         o    Unrealized gain (loss)
              (This amount reflects the increase (decrease) in the unit value
              resulting from the market appreciation (depreciation) of the
              underlying mutual funds.)

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

         o    Ending unit value - Dec. 31

         o    Percentage increase (decrease) in unit value.


<PAGE>   8


                                                                      SCHEDULE I

                        NATIONWIDE VLI SEPARATE ACCOUNT
            SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990
                          (POLICY YEARS 1 THROUGH 10)
                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
          (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL LIT)

<TABLE>
<CAPTION>
                                       ASSET           DOMESTIC          EMERGING                      
                                    ALLOCATION          INCOME            GROWTH         ENTERPRISE    
                                       FUND              FUND              FUND             FUND       
                                     ---------         ---------         ---------        ---------    
<S>                                  <C>               <C>              <C>               <C>          
1996
   Beginning unit value - Jan. 1     $21.519909        17.235188        11.655608         22.498859    
- ----------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     3.456144         1.551321          .000000          3.050863
- ----------------------------------------------------------------------------------------------------    
   Unrealized gain (loss)              (.488445)        (.410339)        1.935098          2.501932
- ----------------------------------------------------------------------------------------------------    
   Asset charges                       (.215126)        (.164744)        (.123450)         (.241181)
- ----------------------------------------------------------------------------------------------------   
   Ending unit value - Dec. 31       $24.272482        18.211426        13.467256         27.810473 
- ----------------------------------------------------------------------------------------------------   
   Percentage increase (decrease)
     in unit value*(a)                      13%               6%              16%               24%    
====================================================================================================

1995
   Beginning unit value - Jan. 1     $16.538427        14.336077        10.000000         16.580891       
- ----------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     2.418600         1.359225          .000000          3.004553
- ---------------------------------------------------------------------------------------------------- 
   Unrealized gain (loss)              2.744315         1.690878         1.707069          3.100329 
- ----------------------------------------------------------------------------------------------------
   Asset charges                       (.181433)        (.150992)        (.051461)         (.186914)
- ----------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31       $21.519909        17.235188        11.655608         22.498859 
- ----------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                      30%              20%            17%(b)              36% 
====================================================================================================

1994
   Beginning unit value - Jan. 1    $17.329774        15.127964               **          17.325425             
- ----------------------------------------------------------------------------------------------------                
   Reinvested capital gains
     and dividends                    1.995739         1.490981                            1.976086 
- ----------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            (2.627910)       (2.144766)                          (2.559308)
- ----------------------------------------------------------------------------------------------------
   Asset charges                      (.159176)        (.138102)                           (.161312)
- ----------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $16.538427        14.336077                           16.580891 
- ----------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                    (5)%             (5)%                                (4)% 
====================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                           GLOBAL                              MONEY         REAL ESTATE
                                           EQUITY         GOVERNMENT          MARKET         SECURITIES
                                            FUND             FUND              FUND             FUND
                                           -------        ----------          -------         ---------
<S>                                       <C>              <C>               <C>              <C>
1996
   Beginning unit value - Jan. 1          10.262083        18.968390         15.695093        10.784280
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .358540         1.225305           .764922          .288822
- --------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  1.350014         (.828963)          .000000         4.051625
- --------------------------------------------------------------------------------------------------------
   Asset charges                           (.106309)        (.179239)         (.152376)        (.113219)
- --------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            11.864328        19.185493         16.307639        15.011508
- --------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                          16%               1%                4%              39%
========================================================================================================

1995
   Beginning unit value - Jan. 1          10.000000        16.344365         15.022875        10.000000
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .000000         1.217414           .817690          .092106
- --------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   .309271         1.576618           .000000          .740132
- --------------------------------------------------------------------------------------------------------
   Asset charges                           (.047188)        (.170007)         (.145472)        (.047958)
- --------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            10.262083        18.968390         15.695093        10.784280
- --------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                         3%(b)             16%                4%             8%(b)
========================================================================================================

1994
   Beginning unit value - Jan. 1                **         17.301801         14.623465               **
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                                          1.062855           .539516
- --------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                                  (1.862740)          .000000
- --------------------------------------------------------------------------------------------------------
   Asset charges                                            (.157551)         (.140106)
- --------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31                             16.344365         15.022875
- --------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                                          (6)%                3%
========================================================================================================
</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 being utilized or was not available.


<PAGE>   9

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT
            SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990
                        (POLICY YEARS 11 AND THEREAFTER)
                       SCHEDULES OF CHANGES IN UNIT VALUE
                          YEAR ENDED DECEMBER 31, 1996
          (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL LIT)

<TABLE>
<CAPTION>
                                       ASSET           DOMESTIC          EMERGING                        
                                    ALLOCATION          INCOME            GROWTH         ENTERPRISE      
                                       FUND              FUND              FUND             FUND         
                                     ---------         ---------         ---------        ---------      
<S>                                  <C>               <C>              <C>               <C>            
1996
   Beginning unit value - Jan. 1     $21.519909        17.235188        11.655608         22.498859      
- ----------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     3.464578         1.555582          .000000          3.057101 
- ----------------------------------------------------------------------------------------------------     
   Unrealized gain (loss)              (.492537)        (.411984)        1.935344          2.501147 
- ----------------------------------------------------------------------------------------------------     
   Asset charges                       (.146273)        (.112448)        (.083027)         (.162734)
- ----------------------------------------------------------------------------------------------------     
   Ending unit value - Dec. 31       $24.345677        18.266338        13.507925         27.894373 
- ----------------------------------------------------------------------------------------------------     
   Percentage increase (decrease)
     in unit value*                         13%               6%              16%               24%      
====================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                     GLOBAL                              MONEY         REAL ESTATE
                                     EQUITY         GOVERNMENT          MARKET         SECURITIES
                                      FUND             FUND              FUND             FUND   
                                     -------        ----------          -------         ---------
<S>                                 <C>              <C>               <C>              <C>
1996
   Beginning unit value - Jan. 1    10.262083        18.968390         15.695093        10.784280
- --------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .359541         1.226436           .765692          .289605
- --------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            1.350463         (.828621)          .000000         4.058907
- --------------------------------------------------------------------------------------------------
   Asset charges                     (.071977)        (.122409)         (.103961)        (.076085)
- --------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      11.900110        19.243796         16.356824        15.056707
- --------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                       16%               1%                4%              40%
==================================================================================================
</TABLE>

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


<PAGE>   10

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT
           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990
                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
          (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL LIT)

<TABLE>
<CAPTION>
                                      ASSET        DOMESTIC      EMERGING                       GLOBAL                      MONEY
                                   ALLOCATION       INCOME        GROWTH       ENTERPRISE       EQUITY     GOVERNMENT      MARKET
                                      FUND           FUND          FUND           FUND           FUND         FUND          FUND 
                                    ---------      ---------     ---------      ---------      --------    ----------      ------
<S>                                 <C>            <C>           <C>            <C>            <C>         <C>            <C>
1996***
   Beginning unit value - Jan. 1    $18.558022     17.099466     11.635640      21.257132      10.244489   14.433482      11.648994
- -----------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    2.971435      1.534027       .000000       2.874772        .356729     .930855        .566598
- -----------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)             (.417798)     (.405672)     1.929643       2.362697       1.346140    (.630892)       .000000
- -----------------------------------------------------------------------------------------------------------------------------------
   Asset charges                      (.253420)     (.223272)     (.168333)      (.311252)      (.144978)   (.186630)      (.154482)
- -----------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $20.858239     18.004549     13.396950      26.183349      11.802380   14.546815      12.061110
- -----------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                       12%             5%           15%           23%             15%          1%             4%
===================================================================================================================================

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

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

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

 ** This investment option was not being utilized or was not available.

*** No other investment options were being utilized.


<PAGE>   11

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT

           MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUE

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

          (UNDERLYING MUTUAL FUNDS OF VAN KAMPEN AMERICAN CAPITAL LIT)

<TABLE>
<CAPTION>
                                          ASSET
                                       ALLOCATION                ENTERPRISE
                                          FUND                      FUND   
                                        ---------                 ---------
<S>                                    <C>                        <C>
1996**
   Beginning unit value - Jan. 1       $16.634918                 18.137100                        
- ----------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                       2.675077                  2.462233
- ----------------------------------------------------------------------------
   Unrealized gain (loss)                (.378897)                 2.017312
- ----------------------------------------------------------------------------
   Asset charges                         (.140144)                 (.163848)
- ----------------------------------------------------------------------------
   Ending unit value - Dec. 31         $18.790954                 22.452797
- ----------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                          13%                       24%                         
============================================================================

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

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

See note 6.



<PAGE>   53

<PAGE>   1


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


The Board of Directors
Nationwide Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company) as of December 31,
1996 and 1995, and the related consolidated statements of income, shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1996.  These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

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, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles. 

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

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
January 31, 1997
<PAGE>   2





<TABLE>
<CAPTION>
                                      

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 1996 and 1995
                                ($000's omitted)

                                        Assets                                                1996               1995
                                        ------                                          -----------------   ----------------
<S>                                                                                     <C>                 <C>       
Investments (notes 5, 8 and 9): 
   Securities available-for-sale, at fair value:
      Fixed maturity securities (cost $11,970,878 in 1996; $11,862,556 in 1995)             $12,304,639          12,485,564
      Equity securities (cost $43,890 in 1996; $23,617 in 1995)                                  59,131              29,953
   Mortgage loans on real estate, net                                                         5,272,119           4,602,764
   Real estate, net                                                                             265,759             229,442
   Policy loans                                                                                 371,816             336,356
   Other long-term investments                                                                   28,668              61,989
   Short-term investments (note 13)                                                               4,789              32,792
                                                                                        -----------------   ----------------
                                                                                             18,306,921          17,778,860
                                                                                        -----------------   ----------------

Cash                                                                                             43,784               9,455
Accrued investment income                                                                       210,182             212,963
Deferred policy acquisition costs                                                             1,366,509           1,020,356
Investment in subsidiaries classified as discontinued operations (notes 1 and 2)                485,707             506,677
Other assets (note 6)                                                                           426,441             388,214
Assets held in Separate Accounts (note 8)                                                    26,926,702          18,591,108
                                                                                        -----------------   ----------------
                                                                                            $47,766,246          38,507,633
                                                                                        =================   ================

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

Future policy benefits and claims (notes 6 and 8)                                           $17,179,060          16,358,614
Policyholders' dividend accumulations                                                           361,401             348,027
Other policyholder funds                                                                         60,073              65,297
Accrued federal income tax (note 7):
   Current                                                                                       30,170              35,301
   Deferred                                                                                     162,212             246,627
                                                                                        -----------------   ----------------
                                                                                                192,382             281,928
                                                                                        -----------------   ----------------

Dividend payable to shareholder (notes 1 and 2)                                                 485,707                   -
Other liabilities                                                                               423,047             234,147
Liabilities related to Separate Accounts (note 8)                                            26,926,702          18,591,108
                                                                                        -----------------   ----------------
                                                                                             45,628,372          35,879,121
                                                                                        -----------------   ----------------

Commitments and contingencies (notes 6, 9 and 15)

Shareholder's equity (notes 3, 4, 5, 12 and 13):
   Capital shares, $1 par value.  Authorized 5,000,000 shares, issued and
      outstanding 3,814,779 shares                                                                3,815               3,815
   Additional paid-in capital                                                                   527,874             657,118
   Retained earnings                                                                          1,432,593           1,583,275
   Unrealized gains on securities available-for-sale, net                                       173,592             384,304
                                                                                        -----------------   ----------------
                                                                                              2,137,874           2,628,512
                                                                                        -----------------   ----------------
                                                                                            $47,766,246          38,507,633
                                                                                        =================   ================
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>   3


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years ended December 31, 1996, 1995 and 1994
                                ($000's omitted)
<TABLE>
<CAPTION>

                                                                                   1996            1995            1994
                                                                              ---------------  --------------  -------------
<S>                                                                           <C>              <C>             <C>    
Revenues (note 16):
   Investment product and universal life insurance product policy charges       $   400,902        286,534         217,245
   Traditional life insurance premiums                                              198,642        199,106         176,658
   Net investment income (note 5)                                                 1,357,759      1,294,033       1,210,811
   Realized losses on investments  (note 5)                                            (326)        (1,724)        (16,527)
   Other income                                                                      35,861         20,702          11,312
                                                                              ---------------  --------------  -------------
                                                                                  1,992,838      1,798,651       1,599,499
                                                                              ---------------  --------------  -------------
Benefits and expenses:
   Benefits and claims                                                            1,160,580      1,115,493         992,667
   Provision for policyholders' dividends on participating policies (note 12)        40,973         39,937          38,754
   Amortization of deferred policy acquisition costs                                133,394         82,695          85,568
   Other operating expenses (note 13)                                               342,394        272,954         240,652
                                                                              ---------------  --------------  -------------
                                                                                  1,677,341      1,511,079       1,357,641
                                                                              ---------------  --------------  -------------
      Income from continuing operations before federal income tax expense           315,497        287,572         241,858
                                                                              ---------------  --------------  -------------

Federal income tax expense (benefit) (note 7):
   Current                                                                          116,512         88,700          73,559
   Deferred                                                                          (5,623)        11,108           5,030
                                                                              ---------------  --------------  -------------
                                                                                    110,889         99,808          78,589
                                                                              ---------------  --------------  -------------
      Income from continuing operations                                             204,608        187,764         163,269

Income from discontinued operations (less federal income tax expense of
   $4,453, $7,446 and $10,915 in 1996, 1995 and 1994, respectively) (note 2)         11,324         24,714          20,459
                                                                              ---------------  --------------  -------------

      Net income                                                                $   215,932        212,478         183,728
                                                                              ===============  ==============  =============
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>   4


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1996, 1995 and 1994
                                ($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>      
1994:
   Balance, beginning of year                       $3,815      406,089       1,194,519             6,745       1,611,168
   Capital contribution                                  -      200,000               -                 -         200,000
   Net income                                            -            -         183,728                 -         183,728
   Adjustment for change in accounting for
      certain investments in debt and equity
      securities, net (note 4)                           -            -               -           212,553         212,553
   Unrealized losses on securities available-
      for-sale, net                                      -            -               -          (338,971)       (338,971)
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      606,089       1,378,247          (119,673)      1,868,478
                                                =========== ============= =============== ================= ===============

1995:
   Balance, beginning of year                        3,815      606,089       1,378,247          (119,673)      1,868,478
   Capital contribution (note 13)                        -       51,029               -            (4,111)         46,918
   Dividends to shareholder                              -            -          (7,450)                -          (7,450)
   Net income                                            -            -         212,478                 -         212,478
   Unrealized gains on securities available-
      for-sale, net                                      -            -               -           508,088         508,088
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      657,118       1,583,275           384,304       2,628,512
                                                =========== ============= =============== ================= ===============

1996:
   Balance, beginning of year                        3,815      657,118       1,583,275           384,304       2,628,512
   Capital contribution (note 13)                        -           25               5                 -              30
   Dividends to shareholder                              -     (129,269)       (366,619)          (39,819)       (535,707)
   Net income                                            -            -         215,932                 -         215,932
   Unrealized losses on securities available-
      for-sale, net                                      -            -               -          (170,893)       (170,893)
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      527,874       1,432,593           173,592       2,137,874
                                                =========== ============= =============== ================= ===============

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   5


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1996, 1995 and 1994
                                ($000's omitted)
<TABLE>
<CAPTION>

                                                                                       1996            1995            1994
                                                                                 ---------------- --------------- ---------------
<S>                                                                              <C>              <C>             <C>    
  Cash flows from operating activities:
     Net income                                                                    $    215,932        212,478         183,728
     Adjustments to reconcile net income to net cash provided by operating
        activities:
           Capitalization of deferred policy acquisition costs                         (422,572)      (321,327)       (242,431)
           Amortization of deferred policy acquisition costs                            133,394         82,695          85,568
           Amortization and depreciation                                                  6,962         10,234           3,603
           Realized (gains) losses on invested assets, net                                 (284)         3,250          16,094
           Deferred federal income tax expense (benefit)                                  7,603        (30,673)          9,946
           Decrease (increase) in accrued investment income                               2,781        (16,999)        (12,808)
           (Increase) decrease in other assets                                          (38,876)        39,880        (102,676)
           Increase in policy liabilities                                               305,755        135,937         118,361
           Increase in policyholders' dividend accumulations                             13,374         12,639          15,298
           (Decrease) increase in accrued federal income tax payable                     (5,131)        30,836          (5,714)
           Increase in other liabilities                                                188,900         26,851             506
           Other, net                                                                   (61,679)         1,832         (29,595)
                                                                                 ---------------  --------------- ---------------
              Net cash provided by operating activities                                 346,159        187,633          39,880
                                                                                 ---------------- --------------- ---------------

  Cash flows from investing activities:
     Proceeds from maturity of securities available-for-sale                          1,162,766        634,553         544,843
     Proceeds from sale of securities available-for-sale                                299,558        107,345         228,308
     Proceeds from maturity of fixed maturity securities held-to-maturity                     -        564,450         491,862
     Proceeds from repayments of mortgage loans on real estate                          309,050        207,832         190,574
     Proceeds from sale of real estate                                                   18,519         48,331          46,713
     Proceeds from repayments of policy loans and sale of other invested assets          22,795         53,587         120,506
     Cost of securities available-for-sale acquired                                  (1,573,640)    (1,942,413)     (1,816,370)
     Cost of fixed maturity securities held-to-maturity acquired                              -       (593,636)       (410,379)
     Cost of mortgage loans on real estate acquired                                    (972,776)      (796,026)       (471,570)
     Cost of real estate acquired                                                        (7,862)       (10,928)         (6,385)
     Policy loans issued and other invested assets acquired                             (57,740)       (75,910)        (65,302)
     Short-term investments, net                                                         28,003         77,837         (89,376)
     Purchase of affiliate (note 13)                                                          -              -        (155,000)
                                                                                ---------------- --------------- ---------------
              Net cash used in investing activities                                    (771,327)    (1,724,978)     (1,391,576)
                                                                                ---------------- --------------- ---------------

  Cash flows from financing activities:
     Proceeds from capital contributions                                                     30              -         200,000
     Dividends paid to shareholder                                                      (50,000)        (7,450)              -
     Increase in investment product and universal life insurance
        product account balances                                                      2,293,933      2,809,385       3,547,976
     Decrease in investment product and universal life insurance
        product account balances                                                     (1,784,466)    (1,258,758)     (2,412,595)
                                                                                ---------------- --------------- --------------
              Net cash provided by financing activities                                 459,497      1,543,177       1,335,381
                                                                                ---------------- --------------- --------------

  Net increase (decrease) in cash                                                        34,329          5,832         (16,315)

                                                                                 ---------------- --------------- ---------------
  Cash, beginning of year                                                                 9,455          3,623          19,938
                                                                                 ---------------- --------------- ---------------
  Cash, end of year                                                               $      43,784          9,455           3,623
                                                                                 ================ =============== ===============
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>   6




               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1996, 1995 and 1994
                                ($000's omitted)

(1)      Organization and Description of Business
         ----------------------------------------

         Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary
         of Nationwide Corporation (Nationwide Corp.). Wholly owned subsidiaries
         of NLIC include Nationwide Life and Annuity Insurance Company (NLAIC),
         Employers Life Insurance Company of Wausau and subsidiaries (ELICW),
         National Casualty Company (NCC), West Coast Life Insurance Company
         (WCLIC), Nationwide Advisory Services, Inc. (formerly Nationwide
         Financial Services, Inc.), Nationwide Investment Services Corporation
         (formerly PEBSCO Securities Corporation) (NISC) and NWE, Inc. NLIC and
         its subsidiaries are collectively referred to as "the Company."

         Nationwide Corp. formed Nationwide Financial Services, Inc. (NFS) in
         November 1996 as a holding company for NLIC and the other companies of
         the Nationwide Insurance Enterprise that offer or distribute long-term
         savings and retirement products. On January 27, 1997, Nationwide Corp.
         contributed to NFS the common stock of NLIC and three marketing and
         distribution companies. NFS is planning an initial public offering of
         its Class A common stock during the first quarter of 1997.

         In anticipation of the restructuring described above, on September 24,
         1996, NLIC's Board of Directors declared a dividend payable January 1,
         1997 to Nationwide Corp. consisting of the outstanding shares of common
         stock of certain subsidiaries (ELICW, NCC and WCLIC) that do not offer
         or distribute long-term savings and retirement products. In addition,
         during 1996, NLIC entered into two reinsurance agreements whereby all
         of NLIC's accident and health and group life insurance business was
         ceded to ELICW and another affiliate effective January 1, 1996. These
         subsidiaries and all accident and health and group life insurance
         business have been accounted for as discontinued operations for all
         periods presented. See notes 2 and 13.

         In addition, as part of the restructuring described above, NLIC intends
         to make an $850,000 distribution to NFS which will then make an
         equivalent distribution to Nationwide Corp.

         The Company is a leading provider of long-term savings and retirement
         products to retail and institutional customers and is subject to
         competition from other financial services providers 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 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, 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 reinsurance and credit and collection
              policies and by providing for any amounts deemed uncollectible.
<PAGE>   7



               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


              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)      Discontinued Operations
         -----------------------

         As discussed in note 1, NFS is a holding company for NLIC and certain
         other companies that offer or distribute long-term savings and
         retirement products. Prior to the contribution by Nationwide Corp. to
         NFS of the outstanding common stock of NLIC and other companies, NLIC
         effected certain transactions with respect to certain subsidiaries and
         lines of business that were unrelated to long-term savings and
         retirement products.

         On September 24, 1996, NLIC's Board of Directors declared a dividend to
         Nationwide Corp. consisting of the outstanding shares of common stock
         of three subsidiaries: ELICW, NCC and WCLIC. ELICW writes group
         accident and health and group life insurance business and maintains it
         offices in Wausau, Wisconsin. NCC is a property and casualty company
         that serves as a fronting company for a property and casualty
         subsidiary of Nationwide Mutual Insurance Company (NMIC), an affiliate.
         NCC maintains its offices in Scottsdale, Arizona. WCLIC writes high
         dollar term life insurance policies and is located in San Francisco,
         California. ELICW, NCC and WCLIC have been accounted for as
         discontinued operations for all periods presented. NLIC did not
         recognize any gain or loss on the disposal of these subsidiaries.

         A summary of the combined results of operations, including the results
         of the accident and health and group life insurance business ELICW
         assumed from NLIC in 1996, and assets and liabilities of ELICW, NCC and
         WCLIC as of and for the years ended December 31, 1996, 1995 and 1994 is
         as follows:
<TABLE>
<CAPTION>

                                                                                    1996           1995          1994
                                                                                ------------   -----------   -----------

               <S>                                                               <C>             <C>           <C>   
               Revenues                                                          $   668,870       422,149        84,226
               Net income                                                             11,324        26,456        11,753
               Assets, consisting primarily of investments                         3,029,293     2,967,326     2,537,692
               Liabilities, consisting primarily of policy benefits and claims     2,543,586     2,460,649     2,179,263
</TABLE>

         During 1996, NLIC entered into two reinsurance agreements whereby all
         of NLIC's accident and health and group life insurance business was
         ceded to ELICW and NMIC, effective January 1, 1996. See note 13 for a
         complete discussion of the reinsurance agreements. NLIC has
         discontinued its accident and health and group life insurance business
         and in connection therewith has entered into reinsurance agreements to
         cede all existing and any future writings to other affiliated companies
         and will cease writing any new business prior to December 31, 1997.
         NLIC's accident and health and group life insurance business is
         accounted for as discontinued operations for all periods presented.
         NLIC did not recognize any gain or loss on the disposal of the accident
         and health and group life insurance business. The assets, liabilities,
         results of operations and activities of discontinued operations are
         distinguished physically, operationally and for financial reporting
         purposes from the remaining assets, liabilities, results of operations
         and activities of NLIC.
<PAGE>   8
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         A summary of the results of operations, net of amounts ceded to ELICW
         and NMIC in 1996, and assets and liabilities of NLIC's accident and
         health and group life insurance business as of and for the years ended
         December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

                                                                                    1996           1995          1994
                                                                                ------------   -----------   -----------

<S>                                                                                 <C>            <C>           <C>    
               Revenues                                                             $      -       354,788       362,476
               Net income (loss)                                                           -        (1,742)        8,706
               Assets, consisting primarily of investments                           259,185       239,426       234,082
               Liabilities, consisting primarily of policy benefits and claims       259,185       239,426       234,082
</TABLE>

(3)      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. Annual Statements for NLIC and its insurance
         subsidiaries, filed with the department of insurance of each insurance
         company's state of domicile, are prepared on the basis of accounting
         practices prescribed or permitted by each department. 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.

         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 consolidated financial statements include the accounts of NLIC
              and its wholly owned subsidiaries. Subsidiaries that are
              classified and reported as discontinued operations are not
              consolidated but rather are reported as "Investment in
              Subsidiaries Classified as Discontinued Operations" in the
              accompanying consolidated balance sheets and "Income for
              Discontinued Operations" in the accompanying consolidated
              statements of income. 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, 1996 or 1995.
<PAGE>   9
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



              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. Impairment
              losses are 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.

              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.

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

              INVESTMENT PRODUCTS AND UNIVERSAL LIFE INSURANCE PRODUCTS:
              Investment products consist primarily of individual and group
              variable and fixed annuities, annuities without life contingencies
              and guaranteed investment contracts. Universal life insurance
              products include universal life insurance, variable universal life
              insurance and other interest-sensitive life insurance policies.
              Revenues for investment products and universal life insurance
              products consist of net investment income, 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 interest credited to policy account balances and benefits
              and claims incurred in the period in excess of related policy
              account balances.

              TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
              products include those products with fixed and guaranteed premiums
              and benefits and consist primarily of whole life insurance,
              limited-payment life insurance, term life insurance 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.

              ACCIDENT AND HEALTH INSURANCE PRODUCTS: 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. All accident and health insurance
              business is accounted for as discontinued operations. See note 2.

         (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
              investment products and universal life insurance 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. For traditional life 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. 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 3(b).
<PAGE>   10

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         (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.

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

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

              Future policy benefits for traditional life 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 and claims for collectively renewable
              long-term disability policies and group long-term disability
              policies 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. All health insurance
              business is accounted for as discontinued operations. See note 2.

         (g)  Participating Business
              ----------------------

              Participating business represents approximately 52% in 1996 (54%
              in 1995 and 55% in 1994) of the Company's life insurance in force,
              78% in 1996 (79% in 1995 and 79% in 1994) of the number of life
              insurance policies in force, and 40% in 1996 (47% in 1995 and 51%
              in 1994) 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.

         (h)  Federal Income Tax
              ------------------

              The Company, with the exception of ELICW, files a consolidated
              federal income tax return with NMIC, the majority shareholder of
              Nationwide Corp. The members of the consolidated tax return group
              have a tax sharing arrangement which provides, in effect, for each
              member to bear essentially the same federal income tax liability
              as if separate tax returns were filed. Through 1994, ELICW filed a
              consolidated federal income tax return with Employers Insurance of
              Wausau A Mutual Company, an affiliate. Beginning in 1995, ELICW
              files a separate federal income tax return.

              The Company utilizes the asset and liability method of accounting
              for income tax. Under this 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.
<PAGE>   11
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         (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. All of the Company's accident
              and health and group life insurance business is ceded to
              affiliates and is accounted for as discontinued operations. See
              notes 2 and 13.

         (j)  Reclassification
              ----------------

              Certain items in the 1995 and 1994 consolidated financial
              statements have been reclassified to conform to the 1996
              presentation.


(4)      Change in Accounting Principle
         ------------------------------

         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 (SFAS)
         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 $6,299,665
         and $6,721,714, 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                                         $ 422,049
             Adjustment to deferred policy acquisition costs                            (95,044)
             Deferred federal income tax                                               (114,452)
                                                                                    --------------
                                                                                      $ 212,553
                                                                                    ==============
</TABLE>


(5)      Investments
         -----------

         The amortized cost and estimated fair value of securities
         available-for-sale were as follows as of December 31, 1996:
<TABLE>
<CAPTION>

                                                                                     Gross         Gross
                                                                    Amortized     unrealized    unrealized     Estimated
                                                                      cost           gains        losses       fair value
                                                                  ------------    ----------    -----------    -----------  
<S>                                                                <C>             <C>          <C>            <C>    
             1996:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of
                   U.S. government corporations and agencies       $   275,696         4,795        (1,340)        279,151
                 Obligations of states and political subdivisions        6,242           450            (2)          6,690
                 Debt securities issued by foreign governments         100,656         2,141          (857)        101,940
                 Corporate securities                                7,999,310       285,946       (33,686)      8,251,570
                 Mortgage-backed securities                          3,588,974        91,438       (15,124)      3,665,288
                                                                   ------------    ----------   ------------   ------------ 
                     Total fixed maturity securities                11,970,878       384,770       (51,009)     12,304,639
               Equity securities                                        43,890        15,571          (330)         59,131
                                                                   ------------    ----------   ------------   ------------ 
                                                                   $12,014,768       400,341       (51,339)     12,363,770
                                                                   ============    ==========   ============   ============ 
</TABLE>
<PAGE>   12
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              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>    
             1995:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of 
                   U.S. government corporations and agencies       $   310,186        12,764           (1)         322,949
                 Obligations of states and political subdivisions        8,655         1,205           (1)           9,859
                 Debt securities issued by foreign governments         101,414         4,387          (66)         105,735
                 Corporate securities                                7,888,440       473,681      (25,742)       8,336,379
                 Mortgage-backed securities                          3,553,861       165,169       (8,388)       3,710,642
                                                                   ------------    ----------   -----------  ---------------
                     Total fixed maturity securities                11,862,556       657,206      (34,198)      12,485,564
               Equity securities                                        23,617         6,382          (46)          29,953
                                                                   ------------    ----------   -----------  ---------------
                                                                   $11,886,173       663,588      (34,244)      12,515,517
                                                                   ============    ==========   ===========  ===============
</TABLE>


         The amortized cost and estimated fair value of fixed maturity
         securities available-for-sale as of December 31, 1996, 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                                         $     440,235          444,214
                Due after one year through five years                               3,937,010        4,053,152
                Due after five years through ten years                              2,809,813        2,871,806
                Due after ten years                                                 1,194,846        1,270,179
                                                                                ---------------   --------------
                                                                                    8,381,904        8,639,351

             Mortgage-backed securities                                             3,588,974        3,665,288
                                                                                ---------------   --------------
                                                                                  $11,970,878       12,304,639
                                                                                ===============   ==============
</TABLE>


         The components of unrealized gains on securities available-for-sale,
         net, were as follows as of December 31:
<TABLE>
<CAPTION>

                                                                                   1996            1995
                                                                              ---------------  --------------

             <S>                                                                  <C>              <C>    
             Gross unrealized gains                                               $349,002         629,344
             Adjustment to deferred policy acquisition costs                       (81,939)       (138,914)
             Deferred federal income tax                                           (93,471)       (171,649)
                                                                              ---------------  --------------
                                                                                   173,592         318,781

             Unrealized gains on securities available-for-sale, net, of
                subsidiaries classified as discontinued operations (note 2)              -          65,523
                                                                              ---------------  --------------
                                                                                  $173,592         384,304
                                                                              ===============  ==============
</TABLE>
<PAGE>   13
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


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

                                                                          1996             1995            1994
                                                                     ---------------   -------------  --------------
             <S>                                                     <C>               <C>            <C>    
             Securities available-for-sale:
                Fixed maturity securities                               $(289,247)         876,332       (675,373)
                Equity securities                                           8,905              (26)        (1,927)
             Fixed maturity securities held-to-maturity                         -           75,626       (398,183)
                                                                     ---------------   -------------  --------------
                                                                        $(280,342)         951,932     (1,075,483)
                                                                     ===============   =============  ==============
</TABLE>

         Proceeds from the sale of securities available-for-sale during 1996,
         1995 and 1994 were $299,558, $107,345 and $228,308, respectively.
         During 1996, gross gains of $6,606 ($4,838 and $3,045 in 1995 and 1994,
         respectively) and gross losses of $6,925 ($2,147 and $21,280 in 1995
         and 1994, respectively) were realized on those sales.

         During 1995, the Company transferred fixed maturity securities
         classified as held-to-maturity with amortized cost of $25,429 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
         $3,535.

         As permitted by the Financial Accounting Standards Board'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 $3,320,093, resulting in a gross unrealized gain
         of $155,940.

         Investments that were non-income producing for the twelve month period
         preceding December 31, 1996 amounted to $26,805 ($27,712 in 1995) and
         consisted of $248 ($6,982 in 1995) in fixed maturity securities,
         $20,633 ($14,740 in 1995) in real estate and $5,924 ($5,990 in 1995) in
         other long-term investments.

         Real estate is presented at cost less accumulated depreciation of
         $30,338 as of December 31, 1996 ($30,482 as of December 31, 1995) and
         valuation allowances of $15,219 as of December 31, 1996 ($25,819 as of
         December 31, 1995).

         The recorded investment of mortgage loans on real estate considered to
         be impaired (under SFAS NO. 114 - ACCOUNTING BY CREDITORS FOR
         IMPAIRMENT OF A LOAN as amended by SFAS NO. 118 - ACCOUNTING BY
         CREDITORS FOR IMPAIRMENT OF A LOAN-INCOME RECOGNITION AND DISCLOSURE)
         as of December 31, 1996 was $51,765 ($44,409 as of December 31, 1995),
         which includes $41,663 ($23,975 as of December 31, 1995) of impaired
         mortgage loans on real estate for which the related valuation allowance
         was $8,485 ($5,276 as of December 31, 1995) and $10,102 ($20,434 as of
         December 31, 1995) of impaired mortgage loans on real estate for which
         there was no valuation allowance. During 1996, the average recorded
         investment in impaired mortgage loans on real estate was approximately
         $39,674 ($22,181 in 1995) and interest income recognized on those loans
         was $2,103 ($387 in 1995), which is equal to interest income recognized
         using a cash-basis method of income recognition.

         Activity in the valuation allowance account for mortgage loans on real
         estate is summarized for the years ended December 31:
<TABLE>
<CAPTION>

                                                                                   1996           1995
                                                                               -------------  --------------

<S>                                                                                <C>             <C>   
             Allowance, beginning of year                                          $49,128         46,381
                  Additions charged to operations                                    4,497          7,433
                  Direct write-downs charged against the allowance                  (2,587)        (4,686)
                                                                               -------------  -------------  
             Allowance, end of year                                                $51,038         49,128
                                                                               =============  ==============
</TABLE>
<PAGE>   14

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         An analysis of investment income by investment type follows for the
         years ended December 31:
<TABLE>
<CAPTION>

                                                                          1996             1995           1994
                                                                     ---------------   -------------  ------------
        <S>                                                           <C>              <C>            <C>          
             Gross investment income:
                 Securities available-for-sale:
                   Fixed maturity securities                          $   917,135          685,787        647,927
                   Equity securities                                        1,291            1,330            509
                 Fixed maturity securities held-to-maturity                     -          201,808        185,938
                 Mortgage loans on real estate                            432,815          395,478        372,734
                 Real estate                                               44,332           38,344         40,170
                 Short-term investments                                     4,155           10,576          6,141
                 Other                                                      3,998            7,239          2,121
                                                                     ---------------   -------------  --------------
                       Total investment income                          1,403,726        1,340,562      1,255,540
             Less investment expenses                                      45,967           46,529         44,729
                                                                     ---------------   -------------  ---------------  
                       Net investment income                           $1,357,759        1,294,033      1,210,811
                                                                     ===============   =============  ==============
</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>
                                                                        1996          1995          1994
                                                                     ------------  ------------  ------------
        <S>                                                          <C>           <C>           <C>    
             Securities available-for-sale:
                Fixed maturity securities                              $(3,462)        4,213        (7,296)
                Equity securities                                        3,143         3,386         1,422
             Mortgage loans on real estate                              (4,115)       (7,091)      (20,446)
             Real estate and other                                       4,108        (2,232)        9,793
                                                                     ------------  ------------  ------------ 
                                                                      $   (326)       (1,724)      (16,527)
                                                                     ============  ============  ============
</TABLE>

         Fixed maturity securities with an amortized cost of $6,161 and $5,592
         as of December 31, 1996 and 1995, 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 87% and 87% of the total liability for future
         policy benefits as of December 31, 1996 and 1995, respectively. The
         average interest rate credited on investment product policies was
         approximately 6.3%, 6.6% and 6.5% for the years ended December 31,
         1996, 1995 and 1994, respectively.

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

              Interest rates:  Interest rates vary as follows:
              --------------
<TABLE>
<CAPTION>

                   Year of issue                Interest rates
                   -----------------   ----------------------------------------

                   <S>                <C>                
                   1996                6.6%, not graded
                   1984-1995           6.0% to 10.5%, not graded
                   1966-1983           6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%
                   1965 and prior      generally lower than post 1965 issues

</TABLE>
<PAGE>   15
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


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

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

         The Company has entered into a reinsurance contract to cede a portion
         of its general account individual annuity business to The Franklin Life
         Insurance Company (Franklin). Total recoveries due from Franklin were
         $240,451 and $245,255 as of December 31, 1996 and 1995, respectively.
         The contract is immaterial to the Company's results of operations. The
         ceding of risk does not discharge the original insurer from its primary
         obligation to the policyholder. Under the terms of the contract,
         Franklin has established a trust as collateral for the recoveries. The
         trust assets are invested in investment grade securities, the market
         value of which must at all times be greater than or equal to 102% of
         the reinsured reserves.

         The Company has reinsurance agreements with certain affiliates as
         described in note 13. All other reinsurance agreements are not material
         to either premiums or reinsurance recoverables.

(7)      Federal Income Tax
         -------------------

         The tax effects of temporary differences that give rise to significant
         components of the net deferred tax liability as of December 31, 1996
         and 1995 are as follows:
<TABLE>
<CAPTION>

                                                                              1996               1995
                                                                        -----------------   ---------------
            <S>                                                         <C>                 <C>    
             Deferred tax assets:
                Future policy benefits                                        $175,571            149,192
                Liabilities in Separate Accounts                               188,426            129,120
                Mortgage loans on real estate and real estate                   23,366             25,165
                Other policyholder funds                                         7,407              7,424
                Other assets and other liabilities                              53,757             41,847
                                                                        -----------------   ---------------
                  Total gross deferred tax assets                              448,527            352,748
                  Less valuation allowances                                     (7,000)            (7,000)
                                                                        -----------------   ---------------
                  Net deferred tax assets                                      441,527            345,748
                                                                        =================   ===============

             Deferred tax liabilities:
                Deferred policy acquisition costs                              399,345            299,579
                Fixed maturity securities                                      133,210            227,345
                Deferred tax on realized investment gains                       37,597             40,634
                Equity securities and other long-term investments                8,210              3,780
                Other                                                           25,377             21,037
                                                                        -----------------   ---------------
                  Total gross deferred tax liabilities                         603,739            592,375
                                                                        -----------------   ---------------
                                                                              $162,212            246,627
                                                                        =================   ===============
</TABLE>

         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. Nearly all future
         deductible amounts can be offset by future taxable amounts or recovery
         of federal income tax paid within the statutory carryback period. There
         has been no change in the valuation allowance for the years ended
         December 31, 1996, 1995 and 1994.
<PAGE>   16

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         Total federal income tax expense for the years ended December 31, 1996,
         1995 and 1994 differs from the amount computed by applying the U.S.
         federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>

                                                                1996                    1995                    1994
                                                   ----------------------   ----------------------   ----------------------
                                                      Amount        %          Amount        %          Amount        %
                                                   ----------------------   ----------------------   ----------------------

             <S>                                      <C>          <C>         <C>          <C>          <C>         <C> 
             Computed (expected) tax expense          $110,424     35.0        $100,650     35.0         $84,650     35.0
             Tax exempt interest and dividends
                received deduction                        (212)    (0.1)            (18)    (0.0)           (130)    (0.1)
             Other, net                                    677      0.3            (824)    (0.3)         (5,931)    (2.5)
                                                   ------------  --------   ------------- --------   ------------- --------
               Total (effective rate of each year)    $110,889     35.2       $  99,808     34.7         $78,589     32.5
                                                   ============  ========   ============= ========   ============= ========
</TABLE>

         Total federal  income tax paid was $115,839,  $51,840 and $83,239  
         during the years ended  December 31, 1996,  1995 and 1994, 
         respectively.


 (8)     Disclosures about Fair Value of Financial Instruments
         -----------------------------------------------------

         SFAS 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.

         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 is 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, which includes certain surrender
              charges.
<PAGE>   17
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


              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 analyses. 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 insurance, universal life
              insurance 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.

              COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit have
              nominal fair value because of the short-term nature of such
              commitments. See note 9.

           Carrying amount and estimated fair value of financial instruments
           subject to SFAS 107 and policy reserves on life insurance contracts
           were as follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                                           1996                            1995
                                                             ------------------------------   -------------------------------
                                                                Carrying      Estimated          Carrying       Estimated
                                                                 amount       fair value          amount        fair value
                                                             ------------------------------   --------------- ---------------
               <S>                                             <C>             <C>               <C>             <C>       
               Assets
               ------
               Investments:
                  Securities available-for-sale:
                     Fixed maturity securities                 $12,304,639     12,304,639        12,485,564      12,485,564
                     Equity securities                              59,131         59,131            29,953          29,953
                  Mortgage loans on real estate, net             5,272,119      5,397,865         4,602,764       4,961,655
                  Policy loans                                     371,816        371,816           336,356         336,356
                  Short-term investments                             4,789          4,789            32,792          32,792
               Cash                                                 43,784         43,784             9,455           9,455
               Assets held in Separate Accounts                 26,926,702     26,926,702        18,591,108      18,591,108

               Liabilities
               -----------
               Investment contracts                             13,914,441     13,484,526        13,229,360      12,876,798
               Policy reserves on life insurance contracts       2,971,337      2,775,991         2,836,323       2,733,486
               Policyholders' dividend accumulations               361,401        361,401           348,027         348,027
               Other policyholder funds                             60,073         60,073            65,297          65,297
               Liabilities related to Separate Accounts         26,926,702     26,164,213        18,591,108      18,052,362
</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.
<PAGE>   18
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         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 75% 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 $327,456 extending into
         1997 were outstanding as of December 31, 1996.

         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 21% (20% in 1995) in any geographic area and no more than 2% (2%
         in 1995) with any one borrower as of December 31, 1996.

         The Company had a significant reinsurance recoverable balance from one
         reinsurer as of December 31, 1996 and 1995. See note 6.

         The summary below depicts loans by remaining principal balance as of
         December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                                                             Apartment
                                                Office       Warehouse         Retail         & other           Total
                                              ------------  -------------   -------------   -------------   --------------
              <S>                              <C>             <C>             <C>             <C>            <C>                 
               1996:
                 East North Central             $139,518        119,069         549,064         215,038        1,022,689
                 East South Central               33,267         22,252         172,968          90,623          319,110
                 Mountain                         17,972         43,027         113,292          73,390          247,681
                 Middle Atlantic                 129,077         54,046         160,833          18,498          362,454
                 New England                      33,348         43,581         161,960               -          238,889
                 Pacific                         202,562        325,046         424,295         110,108        1,062,011
                 South Atlantic                  103,889        134,492         482,934         385,185        1,106,500
                 West North Central              126,467          2,441          75,180          40,529          244,617
                 West South Central              104,877        120,314         197,090         304,256          726,537
                                              -------------   -------------   -------------   --------------  ------------
                                                $890,977        864,268       2,337,616       1,237,627        5,330,488
                                              ============  =============   =============   =============
                    Less valuation allowances and unamortized discount                                            58,369
                                                                                                            --------------
                         Total mortgage loans on real estate, net                                             $5,272,119
                                                                                                            ==============
</TABLE>

<TABLE>
<CAPTION>

                 <S>                          <C>             <C>             <C>             <C>              <C>    
               1995:
                 East North Central             $138,965        101,925         514,995         175,213          931,098
                 East South Central               21,329         13,053         180,858          82,383          297,623
                 Mountain                              -         17,219         138,220          45,274          200,713
                 Middle Atlantic                 116,187         64,813         158,252          10,793          350,045
                 New England                       9,559         39,525         148,449               1          197,534
                 Pacific                         183,206        233,186         374,915         105,419          896,726
                 South Atlantic                  106,246         73,541         446,800         278,265          904,852
                 West North Central              133,899         14,205          78,065          36,651          262,820
                 West South Central               69,140         92,594         190,299         267,268          619,301
                                              ------------  ------------    -------------   -------------   --------------
                                                $778,531        650,061       2,230,853       1,001,267        4,660,712
                                              ============  =============   =============   =============
                    Less valuation allowances and unamortized discount                                            57,948
                                                                                                            --------------
                         Total mortgage loans on real estate, net                                             $4,602,764
                                                                                                            ==============
</TABLE>
<PAGE>   19
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(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.

         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, 1996, 1995 and 1994 were $7,381, $10,478 and
         $10,063, respectively.

         The Company's net accrued pension expense as of December 31, 1996 and
         1995 was $1,075 and $1,392, respectively.

         The net periodic pension cost for the Nationwide Insurance Enterprise
         Retirement Plan as a whole for the year ended December 31, 1996 and for
         the Nationwide Insurance Companies and Affiliates Retirement Plan as a
         whole for the years ended December 31, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                                                        1996             1995              1994
                                                                   ---------------  ---------------   ---------------

              <S>                                                    <C>                  <C>               <C>   
              Service cost (benefits earned during the period)       $   75,466           64,524            64,740
              Interest cost on projected benefit obligation             105,511           95,283            73,951
              Actual return on plan assets                             (210,583)        (249,294)          (21,495)
              Net amortization and deferral                             101,795          143,353           (62,150)
                                                                   ---------------  ---------------   ---------------
                                                                     $   72,189           53,866            55,046
                                                                   ===============  ===============   ===============
</TABLE>


         Basis for measurements, net periodic pension cost:

<TABLE>
<CAPTION>
                                                                        1996             1995              1994
                                                                   ---------------  ---------------   ---------------

              <S>                                                   <C>              <C>               <C>  
              Weighted average discount rate                           6.00%            7.50%             5.75%
              Rate of increase in future compensation levels           4.25%            6.25%             4.50%
              Expected long-term rate of return on plan assets         6.75%            8.75%             7.00%
</TABLE>
<PAGE>   20
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         Information regarding the funded status of the Nationwide Insurance
         Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
         follows:
<TABLE>
<CAPTION>

                                                                                1996              1995
                                                                           ---------------   ---------------
              <S>                                                          <C>               <C>      
              Accumulated benefit obligation:
                 Vested                                                      $1,338,554         1,236,730
                 Nonvested                                                       11,149            26,503
                                                                           ---------------   ---------------
                                                                             $1,349,703         1,263,233
                                                                           ===============   ===============

              Net accrued pension expense:
                 Projected benefit obligation for services rendered to       
                    date                                                     $1,847,828         1,780,616
                 Plan assets at fair value                                    1,947,933         1,738,004
                                                                           ---------------   ---------------
                    Plan assets in excess of (less than) projected benefit
                       obligation                                               100,105           (42,612)
                 Unrecognized prior service cost                                 37,870            42,845
                 Unrecognized net gains                                        (201,952)          (63,130)
                 Unrecognized net asset at transition                            37,158            41,305
                                                                           ---------------   ---------------
                                                                            $   (26,819)          (21,592)
                                                                           ===============   ===============
</TABLE>

         Basis for measurements, funded status of plan:

<TABLE>
<CAPTION>
                                                                                1996              1995
                                                                           ---------------   ---------------

              <S>                                                              <C>               <C>  
              Weighted average discount rate                                   6.50%             6.00%
              Rate of increase in future compensation levels                   4.75%             4.25%
</TABLE>

         Assets of the Nationwide Insurance Enterprise Retirement Plan are
         invested in group annuity contracts of NLIC and ELICW.

(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.

         The Company elected to immediately recognize its estimated accumulated
         postretirement benefit obligation; however, 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,
         1996 and 1995 was $34,884 and $33,537, respectively, and the net
         periodic postretirement benefit cost (NPPBC) for 1996, 1995 and 1994
         was $3,286, $3,132 and $4,284, respectively.
<PAGE>   21
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         The amount of NPPBC for the plan as a whole for the years ended
         December 31, 1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>

                                                                                        1996          1995          1994
                                                                                     -----------   -----------   -----------

            <S>                                                                       <C>              <C>           <C>  
             Service cost (benefits attributed to employee service during the year)   $  6,541         6,235         8,586
             Interest cost on accumulated postretirement benefit obligation             13,679        14,151        14,011
             Actual return on plan assets                                               (4,348)       (2,657)       (1,622)
             Amortization of unrecognized transition obligation of affiliates              173         2,966           568
             Net amortization and deferral                                               1,830        (1,619)        1,622
                                                                                     -----------   -----------   -----------
                                                                                       $17,875        19,076        23,165
                                                                                     ===========   ===========   ===========
</TABLE>

         Information regarding the funded status of the plan as a whole as of
         December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>

                                                                                             1996              1995
                                                                                        ---------------   ---------------
             <S>                                                                          <C>                   <C>   
             Accrued postretirement benefit expense:
                Retirees                                                                  $   92,954            88,680
                Fully eligible, active plan participants                                      23,749            28,793
                Other active plan participants                                                83,986            90,375
                                                                                        ---------------   ---------------
                   Accumulated postretirement benefit obligation (APBO)                      200,689           207,848
                Plan assets at fair value                                                     63,044            54,325
                                                                                        ---------------   ---------------
                   Plan assets less than accumulated postretirement benefit obligation      (137,645)         (153,523)
                Unrecognized transition obligation of affiliates                               1,654             1,827
                Unrecognized net gains                                                       (23,225)           (1,038)
                                                                                        ---------------   ---------------
                                                                                           $(159,216)         (152,734)
                                                                                        ===============   ===============
</TABLE>

         Actuarial  assumptions  used for the  measurement  of the APBO as of 
         December 31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were 
         as follows:

<TABLE>
<CAPTION>
                                                      1996          1996         1995         1995         1994
                                                      APBO         NPPBC         APBO        NPPBC         NPPBC
                                                   ------------  -----------  -----------  -----------  ------------
             <S>                                     <C>           <C>          <C>          <C>          <C>  

             Discount rate                            7.25%         6.65%        6.75%        8.00%        7.00%
             Long-term rate of return on plan
                 assets, net of tax                     -           4.80%         -           8.00%         N/A
             Assumed health care cost trend rate:
                 Initial rate                        11.00%        11.00%       11.00%       10.00%       12.00%
                 Ultimate rate                        6.00%         6.00%        6.00%        6.00%        6.00%
                 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, 1996 by $701 and the NPPBC for the year ended December 31,
         1996 by $83.

(12)     Shareholder's Equity, 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 company subsidiaries exceed the minimum risk-based capital
         requirements.
<PAGE>   22
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         The statutory capital shares and surplus of NLIC as of December 31,
         1996, 1995 and 1994 was $1,000,647, $1,363,031 and $1,262,861,
         respectively. The statutory net income of NLIC for the years ended
         December 31, 1996, 1995 and 1994 was $73,218, $86,529 and $76,532,
         respectively.

         NLIC is limited in the amount of shareholder dividends it may pay
         without prior approval by the Department of Insurance of the State of
         Ohio (the Department). NLIC's dividend of the outstanding shares of
         common stock of certain companies which was declared on September 24,
         1996 and the anticipated $850,000 dividend (as discussed in note 1) are
         deemed extraordinary under Ohio insurance laws. As a result of such
         dividends, any dividend paid by NLIC during the 12-month period
         immediately following the $850,000 dividend would also be an
         extraordinary dividend under Ohio insurance laws. Accordingly, no such
         dividend could be paid without prior regulatory approval.

         In addition, the payment of dividends by NLIC may also be subject to
         restrictions set forth in the insurance laws of New York that limit the
         amount of statutory profits on NLIC's participating policies (measured
         before dividends to policyholders) that can inure to the benefit of the
         Company and its stockholder.

         The Company currently does not expect such regulatory requirements to
         impair its ability to pay operating expenses and stockholder dividends
         in the future.

(13)     Transactions With Affiliates
         ----------------------------

         The Company leases office space from NMIC and certain of its
         subsidiaries. For the years ended December 31, 1996, 1995 and 1994, the
         Company made lease payments to NMIC and its subsidiaries of $9,065,
         $8,986 and $8,133, respectively.

         Pursuant to a cost sharing agreement among NMIC and certain of its
         direct and indirect subsidiaries, including the Company, NMIC provides
         certain operational and administrative services, such as sales support,
         advertising, personnel and general management services, to those
         subsidiaries. Expenses covered by this agreement are subject to
         allocation among NMIC, the Company and other affiliates. Amounts
         allocated to the Company were $101,584, $107,112, and $100,601 in 1996,
         1995 and 1994, respectively. The allocations are based on techniques
         and procedures in accordance with insurance regulatory guidelines.
         Measures used to allocate expenses among companies include individual
         employee estimates of time spent, special cost studies, salary expense,
         commissions expense and other methods agreed to by the participating
         companies that are within industry guidelines and practices. The
         Company believes these allocation methods are reasonable. In addition,
         the Company does not believe that expenses recognized under the
         intercompany agreements are materially different than expenses that
         would have been recognized had the Company operated on a stand alone
         basis. Amounts payable to NMIC from the Company under the cost sharing
         agreement were $15,111 and $1,186 as of December 31, 1996 and 1995,
         respectively.

         The Company also 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 1996 and
         1995 were not material. The Company believes that the terms of the
         repurchase agreements are materially consistent with what the Company
         could have obtained with unaffiliated parties.
<PAGE>   23

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         Intercompany reinsurance contracts exist between NLIC and, respectively
         NMIC and ELICW whereby all of NLIC's accident and health and group life
         insurance business is ceded on a modified coinsurance basis. NLIC
         entered into the reinsurance agreements during 1996 because the
         accident and health and group life insurance business was unrelated to
         NLIC's long-term savings and retirement products. Accordingly, the
         accident and health and group life insurance business has been
         accounted for as discontinued operations for all periods presented.
         Under modified coinsurance agreements, invested assets are retained by
         the ceding company and investment earnings are paid to the reinsurer.
         Under the terms of NLIC's agreements, the investment risk associated
         with changes in interest rates is borne by NMIC or ELICW, as the case
         may be. Risk of asset default is retained by NLIC, although a fee is
         paid by NMIC or ELICW, as the case may be, to NLIC for the NLIC's
         retention of such risk. The agreements will remain in force until all
         policy obligations are settled. However, with respect to the agreement
         between NLIC and NMIC, either party may terminate the contract on
         January 1 of any year with prior notice. The ceding of risk does not
         discharge the original insurer from its primary obligation to the
         policyholder. NLIC believes that the terms of the modified coinsurance
         agreements are consistent in all material respects with what NLIC could
         have obtained with unaffiliated parties.

         Amounts ceded to ELICW in 1996 are included in ELICW's results of
         operations for 1996 which, combined with the results of WCLIC and NCC,
         are summarized in note 2. Amounts ceded to ELICW in 1996 include
         premiums of $224,224, net investment income and other revenue of
         $14,833, and benefits, claims and other expenses of $246,641. Amounts
         ceded to NMIC in 1996 include premiums of $97,331, net investment
         income of $10,890, and benefits, claims and other expenses of $100,476.

         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 $4,789 and $9,654 as of December 31,
         1996 and 1995, respectively, and are included in short-term investments
         on the accompanying consolidated balance sheets.

         On April, 5 1996, Nationwide Corp. contributed all of the outstanding
         shares, with shareholder equity value of $30, of NISC to NLIC. NLIC
         contributed an additional $500 to NISC on August 30, 1996.

         On March 1, 1995, Nationwide Corp. contributed all of the outstanding
         shares of common stock of Farmland Life Insurance Company (Farmland) to
         NLIC. Farmland merged into WCLIC effective June 30, 1995. The
         contribution resulted in a direct increase to consolidated
         shareholder's equity of $46,918. As discussed in note 2, WCLIC is
         accounted for as discontinued operations.

         Effective December 31, 1994, NLIC purchased all of the outstanding
         shares of common stock 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. As discussed in note 2, ELICW is
         accounted for as discontinued operations.

         Certain annuity products are sold through three affiliated companies
         which are also subsidiaries of Nationwide Corp. Total commissions and
         fees paid to these affiliates for the years ended December 31, 1996,
         1995 and 1994 were $76,922, $57,280 and $50,168, respectively.

(14)     Bank Lines of Credit
         --------------------

         In August 1996, NLIC, along with NMIC, established a $600,000 revolving
         credit facility which provides for a $600,000 loan over a five year
         term on a fully revolving basis with a group of national financial
         institutions. The credit facility provides for several and not joint
         liability with respect to any amount drawn by either NLIC or NMIC. NLIC
         and NMIC pay facility and usage fees to the financial institutions to
         maintain the revolving credit facility. All previously existing line of
         credit agreements were canceled.
<PAGE>   24
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


(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.

(16)     Segment Information
         -------------------

         The Company has three primary segments: Variable Annuities, Fixed
         Annuities and Life Insurance. The Variable Annuities segment consists
         of annuity contracts that provide the customer with the opportunity to
         invest in mutual funds managed by the Company and independent
         investment managers, with the investment returns accumulating on a
         tax-deferred basis. The Fixed Annuities segment consists of annuity
         contracts that generate a return for the customer at a specified
         interest rate, fixed for a prescribed period, with returns accumulating
         on a tax-deferred basis. The Life Insurance segment consists of
         insurance products that provide a death benefit and may also allow the
         customer to build cash value on a tax-deferred basis. In addition, the
         Company reports corporate expenses and investments, and the related
         investment income supporting capital not specifically allocated to its
         product segments in a Corporate and Other segment. In addition, all
         realized gains and losses, investment management fees and other revenue
         earned from mutual funds, other than the portion allocated to the
         variable annuities and life insurance segments, are reported in the
         Corporate and Other segment.

         During 1996, 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 from continuing
         operations before federal income tax expense for the years ended
         December 31, 1996, 1995 and 1994 and assets as of December 31, 1996,
         1995 and 1994, by business segment.
<TABLE>
<CAPTION>

                                                                              1996              1995              1994
                                                                        -----------------  ---------------   ---------------
             <S>                                                        <C>                <C>               <C>    
              Revenues:
                   Variable Annuities                                      $    284,638          189,071           132,687
                   Fixed Annuities                                            1,092,566        1,051,970           939,868
                   Life Insurance                                               435,657          409,135           383,150
                   Corporate and Other                                          179,977          148,475           143,794
                                                                        -----------------  ---------------   ---------------
                                                                           $  1,992,838        1,798,651         1,599,499
                                                                        =================  ===============   ===============

              Income from continuing operations before federal income tax
                 expense:
                   Variable Annuities                                            90,244           50,837            24,574
                   Fixed Annuities                                              135,405          137,000           138,950
                   Life Insurance                                                67,242           67,590            53,046
                   Corporate and Other                                           22,606           32,145            25,288
                                                                        -----------------  ---------------   ---------------
                                                                          $     315,497          287,572           241,858
                                                                        =================  ===============   ===============

              Assets:

                   Variable Annuities                                        25,069,725       17,333,039        11,146,465
                   Fixed Annuities                                           13,994,715       13,250,359        11,668,973
                   Life Insurance                                             3,353,286        3,027,420         2,752,283
                   Corporate and Other                                        5,348,520        4,896,815         3,678,303
                                                                        -----------------  ---------------   ---------------
                                                                            $47,766,246       38,507,633        29,246,024
                                                                        =================  ===============   ===============
</TABLE>

<PAGE>   54

                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

   
This Post-Effective Amendment No. 8 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 83 pages.
    

Representations and Undertakings.

Accountants' Consent.

The Signatures.

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

<TABLE>
<C>  <C>                                    <C>
   
1.   Power  of  Attorney  dated  April  2,  Attached hereto.
     1997.                                  
    
                                            
2.   Resolution of the Depositor's Board    Included with the Registration  Statement
     of Directors authorizing the           on Form  N-8B-2  for the  Nationwide  VLI
     establishment of the Registrant,       Separate  Account  (File  No.  811-4399),
     adopted                                and   hereby   incorporated   herein   by
                                            reference.
                                            
3.   Distribution Contracts                 Included with the Registration  Statement
                                            on Form  N-8B-2  for the  Nationwide  VLI
                                            Separate  Account  (File  No.  811-4399),
                                            and   hereby   incorporated   herein   by
                                            reference.
                                            
4.   Form of Security                       Included  with  Pre-Effective   Amendment
                                            No. 1 and hereby  incorporated  herein by
                                            reference.
                                            
5.   Articles of Incorporation              of  Included with the Registration  Statement
     Depositor                              on Form  N-8B-2  for the  Nationwide  VLI
                                            Separate  Account  (File  No.  811-4399),
                                            and   hereby   incorporated   herein   by
                                            reference.
                                            
6.   Application form of Security           Included  with  Pre-Effective   Amendment
                                            No. 1 and hereby  incorporated  herein by
                                            reference.
                                            
7.   Opinion of Counsel                     Included  with  Pre-Effective   Amendment
                                            No. 1 and hereby  incorporated  herein by
                                            reference.
</TABLE>
<PAGE>   55

Representations and Undertakings

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

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

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

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

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

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

   
(f) The fees and charges deducted under the Policy in the aggregate are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.
    
<PAGE>   56

                              Accountants' Consent

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

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


                                                           KPMG Peat Marwick LLP

Columbus, Ohio
April 22, 1997
    

<PAGE>   57

                                   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. 8 and has duly caused this Post-Effective Amendment
No. 8 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 22nd day of April, 1997.
    

                                               NATIONWIDE VLI SEPARATE ACCOUNT
                                                         (Registrant)
(Seal)                                        NATIONWIDE LIFE INSURANCE COMPANY
Attest:                                                    (Sponsor)


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


   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 8 has been signed below by the following persons in the capacities
indicated on the 22nd day of April, 1997.
    

                Signature                   Title

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            


DIMON RICHARD McFERSON           Chairman and Chief Executive Officer-
- -----------------------------  Nationwide Insurance Enterprise and Director
Dimon 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

<PAGE>   1
                                POWER OF ATTORNEY



         KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, various Registration Statements and
amendments thereto for the registration under said Act of Individual Deferred
Variable Annuity Contracts in connection with MFS Variable Account, Nationwide
Variable Account, Nationwide Variable Account-II, Nationwide Variable Account-3,
Nationwide Variable Account-4, Nationwide Variable Account-5, Nationwide
Variable Account-6, Nationwide Fidelity Advisor Variable Account, Nationwide
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide VA
Separate Account-A, Nationwide VA Separate Account-B, Nationwide VA Separate
Account-C and Nationwide VA Separate Account-Q; and the registration of fixed
interest rate options subject to a market value adjustment offered under some or
all of the aforementioned individual Variable Annuity Contracts in connection
with Nationwide Multiple Maturity Separate Account and Nationwide Multiple
Maturity Separate Account-A, and the registration of Group Flexible Fund
Retirement Contracts in connection with Nationwide DC Variable Account,
Nationwide DCVA-II, and NACo Variable Account; and the registration of Group
Common Stock Variable Annuity Contracts in connection with Separate Account No.
1; and the registration of variable life insurance policies in connection with
Nationwide VLI Separate Account, Nationwide VLI Separate Account-2, Nationwide
VLI Separate Account-3, Nationwide VL Separate Account-A and Nationwide VL
Separate Account-B, hereby constitutes and appoints Dimon Richard McFerson,
Joseph J. Gasper, W. Sidney Druen, and Joseph P. Rath, and each of them with
power to act without the others, his/her attorney, with full power of
substitution and resubstitution, for and in his/her name, place and stead, in
any and all capacities, to approve, and sign such Registration Statements and
any and all amendments thereto, with power to affix the corporate seal of said
corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof. This instrument may
be executed in one or more counterparts.

         IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 2nd day of April, 1997.

<TABLE>
<CAPTION>
<S>                                                                 <C>
/s/ Lewis J. Alphin                                                 /s/ David O. Miller
- -------------------------------------------------                   --------------------------------------------------
Lewis J. Alphin, Director                                           David O. Miller, Director

/s/ Keith W. Eckel                                                  /s/ C. Ray Noecker
- -------------------------------------------------                   -------------------------------------------------
Keith W. Eckel, Director                                            C. Ray Noecker, Director

/s/ Willard J. Engel                                                /s/ Robert A. Oakley
- -------------------------------------------------                   --------------------------------------------------
Willard J. Engel, Director                                          Robert A. Oakley, Executive Vice President and Chief
                                                                    Financial Officer

/s/ Fred C. Finney                                                  /s/ James F. Patterson
- -------------------------------------------------                   --------------------------------------------------
Fred C. Finney, Director                                            James F. Patterson, Director

/s/ Charles L. Fuellgraf                                            /s/ Arden L. Shisler
- -------------------------------------------------                   --------------------------------------------------
Charles L. Fuellgraf, Jr., Director                                 Arden L. Shisler, Director

/s/ Joseph J. Gasper                                                /s/ Robert L. Stewart
- -------------------------------------------------                   --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer             Robert L. Stewart, Director
and Director

/s/ Henry S. Holloway                                               /s/ Nancy C. Thomas
- -------------------------------------------------                   --------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director                  Nancy C. Thomas, Director

/s/ Dimon Richard McFerson                                          /s/ Harold W. Weihl
- -------------------------------------------------                   --------------------------------------------------
Dimon Richard McFerson, Chairman and Chief Executive                Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
</TABLE>






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