NATIONWIDE VLI SEPARATE ACCOUNT 2
S-6EL24/A, 1996-04-24
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<PAGE>   1
                                                       REGISTRATION NO. 33-62795

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          PRE-EFFECTIVE AMENDMENT NO. 3
                                   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-2
                              (EXACT NAME OF TRUST)

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

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

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

         Title and amount of securities being registered: Single premium
variable life insurance policies. Such policies are not issued in predetermined
amounts or units.

         The Registrant elects to register an indefinite number of securities by
this registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Paragraph (a)(3) thereof, a non-refundable fee
in the amount of $500.00 accompanies this registration.

         Approximate date of proposed public offering: (As soon as practicable
after the effective date of this Registration Statement).

/ /      Check box if it is proposed that this filing will become effective on 
(date) at (time) pursuant to Rule 487.

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.

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

                                    1 of 90
<PAGE>   2
                       CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

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

           MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICIES*
                  ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                 THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-2

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
surrendered 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-2 (the "Variable Account") or the Fixed Account to which Cash
Values are allocated.

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

It may not be  advantageous  to replace  existing  insurance with Policies
described in this  prospectus.  It may also be disadvantageous  to purchase a
Policy to obtain  additional  insurance  protection if the  purchaser  already
owns another variable life  insurance  policy.  The Policies may not be
advantageous  for persons who may wish to make policy loans or withdrawals prior
to attaining age 59 1/2. (See "Tax Matters.")

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

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

<TABLE>
<S>                                                         <C>
DREYFUS                                                     OPPENHEIMER VARIABLE ACCOUNT FUNDS:
   -Dreyfus Stock Index Fund                                  -Bond Fund
   -Dreyfus Socially Responsible Growth Fund                  -Global Securities Fund
FIDELITY VARIABLE INSURANCE PRODUCTS FUND:                    -Multiple Strategies Fund
   -High Income Portfolio**                                 STRONG SPECIAL FUND II, INC.:
   -Equity-Income Portfolio                                   -Special Fund II
   -Growth Portfolio                                        STRONG VARIABLE INSURANCE FUNDS, INC.:
   -Overseas Portfolio                                        -International Stock Fund II
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:                 -Discovery Fund II, Inc.
   -Asset Manager Portfolio                                 TCI PORTFOLIOS, INC.:
   -Contrafund Portfolio                                      -TCI Growth
NATIONWIDE SEPARATE ACCOUNT TRUST:                            -TCI Balanced
   -Capital Appreciation Fund                                 -TCI International
   -Money Market Fund                                       VAN ECK WORLDWIDE INSURANCE TRUST:
   -Government Bond Fund                                      -Gold and Natural Resources Fund
   -Small Company Fund                                        -Worldwide Bond Fund
   -Total Return Fund
NEUBERGER & BERMAN ADVISERS MANAGEMENT                      VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
TRUST:                                                        -American Capital Real Estate Securities Fund
   -Limited Maturity Bond Portfolio                         WARBURG PINCUS TRUST
   -Growth Portfolio                                          -International Equity Portfolio
   -Partners Portfolio                                        -Small Company Growth Portfolio
</TABLE>

** The High Income Portfolio may invest in lower quality debt securities
commonly referred to as junk bonds.

                                       1
<PAGE>   5
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

   
INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE NOT
GUARANTEED OR ENDORSED BY, THE ADVISER OF ANY OF THE UNDERLYING MUTUAL FUNDS
IDENTIFIED ABOVE, THE U.S. GOVERNMENT, OR ANY BANK OR BANK AFFILIATE.
INVESTMENTS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. ANY
INVESTMENT IN THE CONTRACT INVOLVES CERTAIN INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    

The Company (Nationwide Life Insurance Company) guarantees that the Death
Benefit for a Policy will never be less than the Specified Amount stated on the
Policy data pages as long as the Policy is in force. There is no guaranteed Cash
Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse.

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

                  The date of this Prospectus is May 1, 1996.

                                       2
<PAGE>   6
                               GLOSSARY OF TERMS

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

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

BENEFICIARY- The person to whom the proceeds due on the Insured's death are
paid.

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

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

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

   
COMPANY- Nationwide Life Insurance Company.
    

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

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

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

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

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

MATURITY DATE- The Policy Anniversary on or following the Insured's 100th
birthday.

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

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

NET ASSET VALUE- The worth of one share of a Mutual Fund as calculated at the
end of each business day. Net Asset Value 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.

POLICY ANNIVERSARY- An anniversary of the Policy Date.

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

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

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

POLICY OWNER- The person designated in the Policy application as the Owner.

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

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

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

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

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

VARIABLE ACCOUNT- Nationwide VLI Separate -2, a separate investment account of
Nationwide Life Insurance Company.

                                       3
<PAGE>   7
                                                    TABLE OF CONTENTS

   
<TABLE>
<S>                                                                                        <C>
GLOSSARY OF TERMS........................................................................   3
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
         Premiums........................................................................   8
NATIONWIDE LIFE INSURANCE COMPANY........................................................   8
THE VARIABLE ACCOUNT.....................................................................   8
         Investments of the Variable Account.............................................   8
         Dreyfus.........................................................................   9
         Fidelity's Variable Insurance Products Fund.....................................  10
         Fidelity's Variable Insurance Products Fund II..................................  10
         Nationwide Separate Account Trust...............................................  11
         Neuberger & Berman Advisers Management Trust....................................  11
         Oppenheimer Variable Account Funds..............................................  12
         Strong Special Fund II, Inc.....................................................  12
         Strong Variable Insurance Funds, Inc............................................  12
         TCI Portfolios, Inc., a member of the Twentieth Century Family of Mutual Funds..  13
         Van Eck Worldwide Insurance Trust...............................................  13
         Van Kampen American Capital Life Investment Trust...............................  14
         Warburg Pincus Trust............................................................  14
         Reinvestment....................................................................  14
         Transfers.......................................................................  14
         Dollar Cost Averaging...........................................................  15
         Substitution of Securities......................................................  15
         Voting Rights...................................................................  16
INFORMATION ABOUT THE POLICIES...........................................................  16
         Underwriting and Issuance.......................................................  16
         -Minimum Requirements for Issuance of a Policy..................................  16
         -Premium Payments...............................................................  16
         -Allocation of Cash Value.......................................................  17
         -Short-Term Right to Cancel Policy..............................................  17
POLICY CHARGES...........................................................................  17
         Deductions from Premiums........................................................  17
         Monthly Deductions..............................................................  17
         -Cost of Insurance Charge.......................................................  18
         -Administrative Expense Charge..................................................  18
         -Tax Expense Charge.............................................................  18
         -Mortality and Expense Risk Charge..............................................  18
         Surrender Charges...............................................................  19
HOW THE CASH VALUE VARIES................................................................  19
         How the Investment Experience is Determined.....................................  19
         Net Investment Factor...........................................................  20
         Valuation of Assets.............................................................  20
         Determining the Cash Value......................................................  20
         Valuation Periods and Valuation Dates...........................................  20
SURRENDERING THE POLICY FOR CASH.........................................................  20
         Right to Surrender..............................................................  20
         Cash Surrender Value............................................................  21
         Partial Surrenders..............................................................  21
         Maturity Proceeds...............................................................  21
         Income Tax Withholding..........................................................  21
POLICY LOANS.............................................................................  22
         Taking a Policy Loan............................................................  22
         Effect on Investment Performance................................................  22
         Interest........................................................................  22
         Effect on Death Benefit and Cash Value..........................................  22
         Repayment.......................................................................  23
HOW THE DEATH BENEFIT VARIES.............................................................  23
</TABLE>
    

                                       4
<PAGE>   8

   
<TABLE>
<S>                                                                                        <C>
         -Calculation of the Death Benefit...............................................  23
         -Proceeds Payable on Death......................................................  24
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY.............................................  24
CHANGES OF INVESTMENT POLICY.............................................................  24
GRACE PERIOD.............................................................................  24
REINSTATEMENT............................................................................  24
THE FIXED ACCOUNT OPTION.................................................................  24
OTHER POLICY PROVISIONS..................................................................  25
         Policy Owner....................................................................  25
         Beneficiary.....................................................................  25
         Assignment......................................................................  25
         Incontestability................................................................  25
         Error in Age or Sex.............................................................  25
         Suicide.........................................................................  25
         Nonparticipating Policies.......................................................  26
LEGAL CONSIDERATIONS.....................................................................  26
DISTRIBUTION OF THE POLICIES.............................................................  26
CUSTODIAN OF ASSETS......................................................................  26
TAX MATTERS..............................................................................  26
         Policy Proceeds.................................................................  26
         Taxation of the Company.........................................................  27
         Other Considerations............................................................  28
THE COMPANY..............................................................................  28
COMPANY MANAGEMENT.......................................................................  28
         Directors of the Company........................................................  29
         Executive Officers of the Company...............................................  29
OTHER CONTRACTS ISSUED BY THE COMPANY....................................................  30
STATE REGULATION.........................................................................  30
REPORTS TO POLICY OWNERS.................................................................  30
ADVERTISING..............................................................................  30
LEGAL PROCEEDINGS........................................................................  31
EXPERTS..................................................................................  31
REGISTRATION STATEMENT...................................................................  31
LEGAL OPINIONS...........................................................................  31
APPENDIX.................................................................................  32
FINANCIAL STATEMENTS.....................................................................  43
</TABLE>
    

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

                                       5
<PAGE>   9
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                             SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

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

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

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

   
The Company places the Policy's Cash Value in the Nationwide VLI Separate
Account-2 and/or the Fixed Account (the "Variable Account") at the time the
Policy is issued. The Policy Owner selects the sub-accounts of the Variable
Account into which the Cash Value will be allocated. (See "Allocation of Cash
Value.") When the Policy is issued, the Cash Value will be allocated to the
Nationwide Separate Account Trust Money Market Fund Sub-Account (for any Cash
Value allocated to a Sub-Account on the application) or the Fixed Account until
the expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy. (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 Policy Owner also can have Cash Value allocated to
the Fixed 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 3%.

DEDUCTIONS AND CHARGES

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

The Company deducts a monthly charge for the cost of insurance, administrative
charges, premium tax, and federal tax from the Policy's Cash Value attributable
to the Variable Account and Fixed Account. The Company also deducts on a monthly
basis from the Cash Value attributable to the Variable Account, a charge to
provide for mortality and expense risks. For Policies which are surrendered in
the first 9 Policy Years, the Company deducts a Surrender Charge not to exceed
10% of the initial Premium Payment. This includes a charge for deferred sales
expenses and premium tax recovery. The sales surrender charge will never exceed
7.5% of the initial premium payments. For a complete discussion of all charges,
deductions and reductions of charges, see "Charges and Other Deductions."

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

                                       6
<PAGE>   10

   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                                     Management Fees  Other Expenses  Total Expenses
- ----------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>             <C>
Dreyfus Stock Index Fund                                  0.27%            0.12%           0.39%
- ----------------------------------------------------------------------------------------------------
Dreyfus Socially Responsible Growth Fund                  0.69%            0.58%           1.27%
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Equity-Income Portfolio                 0.51%            0.10%           0.61%
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Growth Portfolio                        0.61%            0.09%           0.70%
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-High Income Portfolio                   0.60%            0.11%           0.71%
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio                      0.76%            0.15%           0.91%
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund II-Asset Manager Portfolio              0.71%            0.08%           0.79%
- ----------------------------------------------------------------------------------------------------
Fidelity VIP Fund II-Contrafund Portfolio                 0.61%            0.11%           0.72%
- ----------------------------------------------------------------------------------------------------
NSAT-Capital Appreciation Fund                            0.50%            0.04%           0.54%
- ----------------------------------------------------------------------------------------------------
NSAT-Government Bond Fund                                 0.50%            0.01%           0.51%
- ----------------------------------------------------------------------------------------------------
NSAT-Money Market Fund                                    0.50%            0.02%           0.52%
- ----------------------------------------------------------------------------------------------------
NSAT-Small Company Fund                                   1.00%            0.25%           1.25%
- ----------------------------------------------------------------------------------------------------
NSAT-Total Return Fund                                    0.50%            0.01%           0.51%
- ----------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust-             0.84%            0.10%           0.94%
Growth Portfolio
- ----------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust-             0.65%            0.10%           0.75%
Limited Maturity Bond Portfolio
- ----------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust-             0.85%            0.30%           1.15%
Partners Portfolio
- ----------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds-Bond Fund              0.75%            0.05%           0.80%
- ----------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds-Global                 0.74%            0.15%           0.89%
Securities Fund
- ----------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds-Multiple               0.74%            0.03%           0.77%
Strategies Fund
- ----------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. -Discovery          1.00%            0.31%           1.31%
Fund II, Inc.
- ----------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds,                          1.00%            0.97%           1.97%
Inc.-International Stock Fund II
- ----------------------------------------------------------------------------------------------------
Strong Special Fund II, Inc.                              1.00%            0.20%           1.20%
- ----------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI Balanced                         1.00%            0.00%           1.00%
- ----------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI Growth                           1.00%            0.00%           1.00%
- ----------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI International                    1.50%            0.00%           1.50%
- ----------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Gold and Natural        0.80%            0.16%           0.96%
Resources
- ----------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Bond          0.79%            0.15%           0.94%
Fund
- ----------------------------------------------------------------------------------------------------
Van Kampen American Capital Life Investment               1.00%            1.90%           2.90%
Trust-Real Estate Securities Portfolio
- ----------------------------------------------------------------------------------------------------
Warburg Pincus Trust-International Equity Portfolio       1.00%            0.44%           1.44%
- ----------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Small Company Growth Portfolio       0.90%            0.35%           1.25%
- ----------------------------------------------------------------------------------------------------
</TABLE>

The Mutual Fund expenses shown above are assessed at the underlying Mutual Fund
level and are not direct charges against the Variable Account or reductions in
Cash Value. These underlying Mutual Fund expenses are taken into consideration
in computing each underlying Mutual Fund's Net Asset Value, which is the share
price used to calculate the Variable Account's unit value. The management fees
and other expenses, some of which are subject to fee waivers or expense
reimbursements. are more fully described in the prospectuses for each individual
underlying Mutual Fund. The management fees and other expenses, some of which
are subject to fee waivers or expense reimbursements, are more fully described
in the prospectus for each underlying Mutual Fund. The information relating to
the underlying Mutual Fund expenses was provided by the underlying Mutual Fund
and was not independently verified by the Company.
    

                                       7
<PAGE>   11
PREMIUMS

The minimum premium for which a Policy may be issued is $10,000 for issue ages
0-70 and $50,000 for issue ages 71-80. A Policy may be issued to an insured up
to age 80.

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

                        NATIONWIDE LIFE INSURANCE COMPANY

The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929. The Company is a member of the Nationwide
Insurance Enterprise of companies which includes Nationwide Mutual Insurance
Company, Nationwide Indemnity 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 and Nationwide General Insurance Company and their
affiliated companies. The Company's home office is at One Nationwide Plaza,
Columbus, Ohio 43216.

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

                              THE VARIABLE ACCOUNT

   
The Nationwide VLI Separate Account-2 (the "Variable Account"), was established
by a resolution of the Company's Board of Directors on May 7, 1987, pursuant to
the provisions of Ohio law. The Company has caused the Variable Account to be
registered with the Securities and Exchange Commission as a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940.
Nationwide Life Insurance Company Inc., One Nationwide Plaza, Columbus, Ohio
43216 serves as depositor for the Variable Account. Nationwide Financial
Services, Inc., of One Nationwide Plaza, Columbus, Ohio 43216 serves as
principal underwriter for the Variable Account. Such registration does not
involve supervision of the management of the Variable Account or the Company by
the Securities and Exchange Commission.
    

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

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

INVESTMENTS OF THE VARIABLE ACCOUNT

At the time of application, the Policy Owner elects to have the Cash Value
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account. (See "Allocation of Cash Value.") When the policy is issued, the
Policy's Cash Value not allocated to the Fixed Account is placed in the
Nationwide Separate Account Trust Money Market sub-account until 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.") At the expiration
of this period, shares of the underlying Mutual Funds specified by the Policy
Owner are purchased at net asset value for the respective sub-account(s). Such
election is subject to any minimum premium limitations which may be imposed by
the underlying Mutual Fund option(s). In addition, no less than 5% of premium
may be allocated to any one sub-account or the Fixed Account. The Policy Owner
may change the allocation of Cash Value or may transfer Cash Value from one
sub-account to another, subject to such terms and conditions as may be imposed
by each underlying Mutual Fund option and as set forth in this prospectus. (See
"Transfers", "Allocation of Cash Value" and "Short-Term Right to Cancel
Policy.")

Additional Premium Deposits, upon acceptance, will be allocated to the
Nationwide Separate Account Trust Money Market Fund unless the Policy Owner
specifies otherwise. (See "Premium Deposits.") Premium Deposits will be held
only while the Company obtains information necessary to evaluate the risk.
Following the underwriting process, the Company will either issue the policy or
refund deposits within 5 days from the date thereof.

                                       8
<PAGE>   12
Each of the underlying Mutual Fund options is a series of registered investment
companies which receive investment advice from a registered investment adviser:

 1)    Dreyfus Stock Index Fund, managed by Wells Fargo Nikko Investment
       Advisors;

 2)    Dreyfus Socially Responsible Growth Fund, Inc., managed by Dreyfus
       Corporation;

 3)    Fidelity Variable Insurance Products Fund, managed by Fidelity
       Management & Research Company; and,

 4)    Fidelity Variable Insurance Products Fund II, managed by Fidelity
       Management & Research Company.

 5)    The Nationwide Separate Account Trust, managed by Nationwide Financial
       Services, Inc.;

 6)    Neuberger & Berman Advisers Management Trust, managed by Neuberger &
       Berman Management Incorporated;

 7)    Oppenheimer Variable Account Funds, managed by Oppenheimer Management
       Corporation;

 8)    Strong Special Fund II, Inc., managed by Strong Capital Management,
       Inc.;

 9)    Strong Variable Insurance Funds, Inc., managed by Strong Capital
       Management, Inc.;

10)    TCI Portfolios, Inc., managed by Investors Research Corporation, an
       affiliate of Twentieth Century Companies;

11)    Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
       Corporation;

12)    Van Kampen American Capital Life Investment Trust managed by Van Kampen
       American Capital Asset Management, Inc.

13)    Warburg Pincus Trust, managed by Warburg Pincus Counsellors, Inc.

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

DREYFUS

- -      DREYFUS STOCK INDEX FUND

       The Dreyfus Stock Index Fund, Inc. is an open-end, non-diversified,
       management investment company. It was incorporated under Maryland law on
       January 24, 1989, and commenced operations on September 29, 1989. Wells
       Fargo Nikko Investment Advisors serves as the Fund's index fund manager.
       As of May 1, 1994, the Dreyfus Life and Annuity Index Fund began doing
       business as the Dreyfus Stock Index Fund. 

       Investment Objective: To provide investment results that correspond to
       the price and yield performance of publicly traded common stocks in the
       aggregate, as represented by the Standard & Poor's 500 Composite Stock
       Price Index. The Fund is neither sponsored by nor affiliated with
       Standard & Poor's Corporation.

- -      THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

       The Dreyfus Socially Responsible Growth Fund, Inc. is an open-end,
       diversified, management investment company. It was incorporated under
       Maryland law on July 20, 1992, and commenced operations on October 7,
       1993. The Dreyfus Corporation serves as the Fund's investment advisor.
       Tiffany Capital Advisors, Inc. serves as the Fund's sub-investment
       adviser and provides day-to-day management of the Fund's portfolio.

       Investment Objective: The Fund's primary goal is to provide capital
       growth through equity investment in companies that, in the opinion of the
       Fund's management, not only meet traditional investment standards, but
       which also show evidence that they conduct their business in a manner
       that contributes to the enhancement of the quality of life in America.
       Current income is secondary to the primary goal.

                                       9
<PAGE>   13
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND

The Fund is an open-end, diversified, management investment company organized as
a Massachusetts business trust on November 13, 1981. The Fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies. Fidelity Management & Research Company ('FMR') is the Fund's
manager.

- -      HIGH INCOME PORTFOLIO

       Investment Objective: To obtain a high level of current income by
       investing primarily in high-risk, high-yielding, lower rated fixed-income
       securities, while also considering growth of capital. The Fund's manager
       will seek high current income normally by investing the Fund's assets as
       follows:

       -      at least 65% in income-producing debt securities and preferred
              stocks, including convertible securities, zero coupon securities,
              and mortgage-backed and asset-based securities;

       -      up to 20% in common stocks and other equity securities when
              consistent with the Fund's primary objective or acquired as part
              of a unit combining fixed-income and equity securities.

       Higher yields are usually available on securities that are lower-rated or
that are unrated. Lower-rated securities are usually defined as Ba or lower by
Moody's; BB or lower by Standard & Poor's and may be deemed to be of a
speculative nature. The Fund may also purchase lower-quality bonds such as those
rated Ca3 by Moody's or C- by Standard & Poor's which provide poor protection
for payment of principal and interest (commonly referred to as "junk bonds").
For a further discussion of lower-rated securities, please see the "Risks of
Lower-Rated Debt Securities" section of the Fund's prospectus.

- -      EQUITY-INCOME PORTFOLIO

       Investment Objective: To seek reasonable income by investing primarily in
       income-producing equity securities. In choosing these securities FMR also
       will consider the potential for capital appreciation. The Portfolio's
       goal is to achieve a yield which exceeds the composite yield on the
       securities comprising the Standard & Poor's 500 Composite Stock Price
       Index.

- -      GROWTH PORTFOLIO

       Investment Objective: Seeks to achieve capital appreciation. This
       Portfolio will invest in the securities of both well-known and
       established companies, and smaller, less well-known companies which may
       have a narrow product line or whose securities are thinly traded. These
       latter securities will often involve greater risk than may be found in
       the ordinary investment security. FMR's analysis and expertise plays an
       integral role in the selection of securities and, therefore, the
       performance of the Portfolio. Many securities which FMR believes would
       have the greatest potential may be regarded as speculative, and
       investment in the Portfolio may involve greater risk than is inherent in
       other underlying mutual funds. It is also important to point out that the
       Portfolio makes most sense for you if you can afford to ride out changes
       in the stock market, because it invests primarily in common stocks. FMR
       also can make temporary investments in securities such as
       investment-grade bonds, high-quality preferred stocks and short-term
       notes, for defensive purposes when it believes market conditions warrant.

- -      OVERSEAS PORTFOLIO

       Investment Objective: To seek long term growth of capital primarily
       through investments in foreign securities. The Overseas Portfolio
       provides a means for investors to diversify their own portfolios by
       participating in companies and economies outside of the United States.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II

The Fund is an open-end, diversified, management investment company organized as
a Massachusetts business trust on March 21, 1988. The fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies. FMR is the Fund's manager.

- -      ASSET MANAGER PORTFOLIO

       Investment Objective: To seek to obtain high total return with reduced
       risk over the long-term by allocating its assets among domestic and
       foreign stocks, bonds and short-term fixed income instruments.

- -      CONTRAFUND PORTFOLIO

       Investment Objective: To seek capital appreciation by investing primarily
       in companies that the fund manager believes to be undervalued due to an
       overly pessimistic appraisal by the public. This strategy can lead to
       investments in domestic or foreign companies, small and large, many of
       which may not be 

                                       10
<PAGE>   14
       well known. The fund primarily invests in common stock and securities
       convertible into common stock, but it has the flexibility to invest in
       any type of security that may produce capital appreciation.

NATIONWIDE SEPARATE ACCOUNT TRUST

Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company created under the laws of Massachusetts. The Trust
offers shares in the five separate Mutual Funds listed below, each with its own
investment objectives. Currently, shares of the Trust will be sold only to life
insurance company separate accounts to fund the benefits under variable life
insurance policies or variable annuity contracts issued by life insurance
companies. The assets of the Trust are managed by Nationwide Financial Services,
Inc., of One Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary
of Nationwide Life Insurance Company.

- -      CAPITAL APPRECIATION FUND

       Investment Objective: The Fund is designed for investors who are
       interested in long-term growth. The Fund seeks to meet its objective
       primarily through a diversified portfolio of the common stock of
       companies which the investment manager determines have a
       better-than-average potential for sustained capital growth over the long
       term.

- -      MONEY MARKET FUND

       Investment Objective: 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.

- -      GOVERNMENT BOND FUND

       Investment Objective: To provide as high a level of income as is
       consistent with capital preservation through investing primarily in bonds
       and securities issued or backed by the U.S. Government, its agencies or
       instrumentalities.

- -      SMALL COMPANY FUND

       Investment Objective: The Fund seeks long-term growth of capital by
       investing primarily in equity securities of domestic and foreign
       companies with market capitalizations of less than $1 billion at the time
       of purchase. Nationwide Financial Services, Inc. ("NFS"), the Fund's
       adviser, has employed a group of sub-advisers each of which will manage a
       portion of the Fund's portfolio. These sub-advisers are the Dreyfus
       Corporation, Neuberger & Berman, L.P., Pictet International Management
       Limited, Van Eck Associates Corporation, Strong Capital Management, Inc.
       and Warburg, Pincus Counsellors, Inc. These sub-advisers were chosen
       because they utilize a number of different investment styles when
       investing in small company stocks. By utilizing a number of different
       investment styles, NFS hopes to increase prospects for investment return
       and to reduce market risk and volatility.

- -      TOTAL RETURN FUND

       Investment Objective: To obtain a reasonable long-term total return
       (i.e., earnings growth plus potential dividend yield) on invested capital
       from a flexible combination of current return and capital gains through
       investments in common stocks, convertible issues, money market
       instruments and bonds, with a primary emphasis on common stocks.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983. Shares of the Trust are offered in connection with certain
variable annuity contracts and variable life insurance policies issued through
life insurance company separate accounts and are also offered directly to
qualified pension and retirement plans outside of the separate account context.
The investment adviser is Neuberger & Berman Management Incorporated.

- -      LIMITED MATURITY BOND PORTFOLIO

       Investment Objective: To provide the high level of current income,
       consistent with low risk to principal and liquidity, and secondarily, its
       total return. It seeks to achieve its objectives through investments in a
       diversified portfolio of fixed and variable rate debt securities and
       seeks to increase income and preserve or enhance total return by actively
       managing average portfolio maturity in light of market conditions and
       trends. The portfolio invests in securities which are at lease investment
       grade and does not invest in junk bonds.

                                       11
<PAGE>   15
- -      GROWTH PORTFOLIO

       Investment Objective: The Portfolio seeks capital growth through
       investments in common stocks of companies that the investment adviser
       believes will have above average earnings or otherwise provide investors
       with above average potential for capital appreciation. To maximize this
       potential, the investment adviser may also utilize, from time to time,
       securities convertible into common stocks, warrants and options to
       purchase such stocks.

- -      PARTNERS PORTFOLIO

       Investment Objective: To seek capital growth. This portfolio will seek to
       achieve its objective by investing primarily in the common stock of
       established companies. Its investment program seeks securities believed
       to be undervalued based on fundamentals such as low price-to-earnings
       ratios, consistent cash flows, and support from asset values. The
       objective of the Partners Portfolio is not fundamental and can be changed
       by the Trustees of the Trust without shareholder approval. Shareholders
       will, however, receive at least 30 days prior notice thereof. There is no
       assurance the investment objective will be met.

OPPENHEIMER VARIABLE ACCOUNT FUNDS

The Oppenheimer Variable Account Funds is an open-ended, diversified management
investment company organized as a Massachusetts business trust in 1984. Shares
of the Funds are sold only to provide benefits under variable life insurance
policies and variable annuity contracts. Oppenheimer Management Corporation is
the Funds' investment advisor.

- -      BOND FUND

       Investment Objective: Primarily to seek a high level of current income
       from investment in high yield fixed-income securities rated "Baa" or
       better by Moody's or "BBB" or better by Standard & Poor's. Secondarily,
       the fund seeks capital growth when consistent with its primary objective.

- -      GLOBAL SECURITIES FUND

       Investment Objective: To seek long-term capital appreciation by investing
       a substantial portion of assets in securities of foreign issuers,
       "growth-type" companies, cyclical industries and special situations which
       are considered to have appreciation possibilities. Current income is not
       an objective. These securities may be considered to be speculative.

- -      MULTIPLE STRATEGIES FUND

       Investment Objective: To seek a total investment return (which includes
       current income and capital appreciation in the value of its shares) from
       investments in common stocks and other equity securities, bonds and other
       debt securities, and "money market" securities.

STRONG SPECIAL FUND II, INC.

The Strong Special Fund II, Inc. ("Special Fund II") is a diversified, open-end
management company commonly called a Mutual Fund. The Special Fund II was
incorporated in Wisconsin and may only be purchased by the separate accounts of
insurance companies for the purpose of funding variable annuity contracts and
variable life policies. Strong Capital Management, Inc. (the "Advisor") is the
investment advisor for the fund.

- -      SPECIAL FUND II, INC.

       Investment Objective: To seek capital appreciation through investments in
       a diversified portfolio of equity securities.

STRONG VARIABLE INSURANCE FUNDS, INC.

The Strong Variable Insurance Funds, Inc. is a diversified, open-end management
company commonly called a mutual fund. The Strong Discovery Fund II, Inc.
("Discovery Fund II") and the Strong International Stock Fund II (the
"International Stock Fund II") were separately incorporated in Wisconsin and may
only be purchased by the separate accounts of insurance companies for the
purpose of funding variable annuity contracts and variable life insurance
policies. Strong Capital Management, Inc. is the investment advisor for each of
the Funds.

- -      INTERNATIONAL STOCK FUND II

       Investment Objective: To seek capital growth by investing primarily in
       the equity securities of issuers located outside the United States.

                                       12
<PAGE>   16
- -      DISCOVERY FUND II, INC.

       Investment Objective: To seek maximum capital appreciation through
       investments in a diversified portfolio of securities. The fund normally
       emphasizes investment in equity securities and may invest up to 100% of
       its total assets in equity securities including common stocks, preferred
       stocks and securities convertible into common or preferred stocks.
       Although the Fund normally emphasizes investment in equity securities,
       the fund has the flexibility to invest in any type of security that its
       advisor believes has the potential for capital appreciation including up
       to 100% of its total assets in debt obligations, including intermediate
       to long-term corporate or U.S. government debt securities.

TCI PORTFOLIOS, INC., MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS

TCI Portfolios, Inc. was organized as a Maryland corporation in 1987. It is a
diversified, open-end management company, designed only to provide investment
vehicles for variable annuity and variable life insurance products of insurance
companies. A member of the Twentieth Century Family of Mutual Funds, TCI
Portfolios is managed by Investors Research Corporation.

- -      TCI BALANCED

       Investment Objective: Capital growth and current income. The fund will
       seek to achieve its objective by maintaining approximately 60% of the
       assets of the fund in common stocks (including securities convertible
       into common stocks and other equity equivalents) that are considered by
       management to have better-than-average prospects for appreciation and
       approximately 40% in fixed income securities. There can be no assurance
       that the Fund will achieve its investment objective.

- -      TCI GROWTH

       Investment Objective: Capital growth. The fund will seek to achieve its
       objective by investing in common stocks (including securities convertible
       into common stocks and other equity equivalents) that meet certain
       fundamental and technical standards of selection and have, in the opinion
       of the fund's investment manager, better than average potential for
       appreciation. The fund tries to stay fully invested in such securities,
       regardless of the movement of stock prices generally.

       The fund may invest in cash and cash equivalents temporarily or when it
       is unable to find common stocks meeting its criteria of selection. It may
       purchase securities only of companies that have a record of at least
       three years continuous operation. There can be no assurance that the Fund
       will achieve its investment objective.

- -      TCI INTERNATIONAL

       Investment Objective: To seek capital growth. The fund will seek to
       achieve its investment objective by investing primarily in securities of
       foreign companies that meet certain fundamental and technical standards
       of selection and, in the opinion of the investment manager, have
       potential for appreciation. Under normal conditions, the fund will invest
       at least 65% of its assets in common stocks or other equity securities of
       issuers from at least three countries outside the United States.
       Securities of United States issuers may be included in the portfolio from
       time to time. Although the primary investment of the fund will be common
       stocks (defined to include depository receipts for common stocks), the
       fund may also invest in other types of securities consistent with the
       fund's objective. When the manager believes that the total return
       potential of other securities equals or exceeds the potential return of
       common stocks, the fund may invest up to 35% of its assets in such other
       securities. There can be no assurance that the fund will achieve its
       objectives.

       (Although the Statement of Additional Information concerning TCI
       Portfolios, Inc., refers to redemptions of securities in kind under
       certain conditions, all surrendering or redeeming Contract Owners will
       receive cash from the Company.)

VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a "business trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987. Shares of the Trust are offered only to
separate accounts of various insurance companies to fund benefits of variable
insurance and annuity policies. The assets of the Trust are managed by Van Eck
Associates Corporation.

- -      GOLD AND NATURAL RESOURCES FUND

       Investment Objective: To seek long-term capital appreciation by investing
       in equity and debt securities of companies engaged in the exploration,
       development, production and distribution of gold and other natural
       resources, such as strategic and other metals, minerals, forest products,
       oil, natural gas and coal. Current income is not an objective.

                                       13
<PAGE>   17
- -      WORLDWIDE BOND FUND

       Investment Objective: To seek high total return through a flexible policy
       of investing globally, primarily in debt securities. The debt securities
       in which the fund will invest will be primarily high grade; the fund will
       not invest in junk bonds.

VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST

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

- -      REAL ESTATE SECURITIES FUND

       Investment Objective: 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.

WARBURG PINCUS TRUST

The Warburg Pincus Trust ("Trust") is an open-end management investment company
organized in March 1995 as a business trust under the laws of The Commonwealth
of Massachusetts. The Trust offers its shares to insurance companies for
allocation to separate accounts for the purpose of funding variable annuity and
variable life contracts. Trust portfolios are managed by Warburg, Pincus
Counsellors, Inc. ("Counsellors.")

- -      INTERNATIONAL EQUITY PORTFOLIO

       Investment Objective: To seek long-term capital appreciation by investing
       primarily in a broadly diversified portfolio of equity securities of
       companies, wherever organized, that in the judgment of "Counsellors" have
       their principal business activities and interests outside the United
       States. The Portfolio will ordinarily invest substantially all of its
       assets, but no less than 65% of its total assets, in common stocks,
       warrants and securities convertible into or exchangeable for common
       stocks. The Portfolio intends to invest principally in the securities of
       financially strong companies with opportunities for growth within growing
       international economies and markets through increased earning power and
       improved utilization or recognition of assets.

- -      SMALL COMPANY GROWTH PORTFOLIO

       Investment Objective: To seek capital growth by investing in a portfolio
       of equity securities of small-sized domestic companies. The Portfolio
       ordinarily will invest at least 65% of its total assets in common stocks
       or warrants of small-sized companies (i.e., companies having stock market
       capitalizations of between $25 million and $1 billion at the time of
       purchase) that represent attractive opportunities for capital growth. The
       Portfolio intends to invest primarily in companies whose securities are
       traded on domestic stock exchanges or in the over-the-counter market. The
       Portfolio's investments will be made on the basis of their equity
       characteristics and securities ratings generally will not be a factor in
       the selection process.

REINVESTMENT

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

TRANSFERS

The Policy Owner may transfer Cash Value among the sub-accounts of the Variable
Account and the Fixed Account. A transfer will take effect on the date of
receipt of written notice at the Company's Home Office. Transfer requests must
be in a written form acceptable to the Company.

                                       14
<PAGE>   18
After the First Policy Anniversary, the Policy Owner may annually 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 without penalty or adjustment. The Company
reserves the right to limit the amount of Cash Value transferred out of the
Fixed Account each Policy Year. Transfers from the Fixed Account must be made
within 30 days after the termination date of the interest rate guarantee period.

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

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

DOLLAR COST AVERAGING

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

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

SUBSTITUTION OF SECURITIES

If shares of the underlying Mutual Fund options described in this prospectus
should no longer be available for investment by the Variable Account or, if in
the judgment of the Company's management further investment in such underlying
Mutual Funds should become inappropriate in view of the purposes of the Policy,
the Company may substitute shares of another underlying Mutual Fund for shares
already purchased or to be purchased in the future by premium payments under the
Policy. No substitution of securities in the Variable Account may take place
without prior approval of the Securities and Exchange Commission, and under such
requirements as it and any state insurance department may impose.

                                       15
<PAGE>   19
VOTING RIGHTS

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

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

The Policy Owner shall have the voting interest under a Policy. The number of
shares in each sub-account for which the Policy Owner may give voting
instructions is determined by dividing any portion of the Policy's Cash Value
derived from participation in that underlying Mutual Fund by the net asset value
of one share of that underlying Mutual Fund.

The number of shares which a person has a right to vote will be determined as of
a date chosen by the Company, but not more than 90 days prior to the meeting of
the underlying Mutual Fund. Voting instructions will be solicited by written
communication prior to such meeting.

Underlying Mutual Fund shares held in the Variable Account as to which no timely
instructions are received will be voted by the Company in the same proportion as
the voting instructions which are received.

Each person having a voting interest in the Variable Account will receive
periodic reports relating to investments of the Variable Account, the underlying
Mutual Funds' proxy material and a form with which to give such voting
instructions.

Notwithstanding contrary Policy Owner voting instructions, the Company may vote
underlying Mutual Fund shares in any manner necessary to enable the underlying
Mutual Fund to (1) make or refrain from making any change in the investments or
investment policies for any of the underlying Mutual Funds, if required by an
insurance regulatory authority; (2) refrain from making any change in the
investment policies or any investment 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 regulatory
authority.

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

Underwriting for these Policies is designed to group applicants into
classifications which can be expected to produce mortality experience consistent
with the actuarial structure for that class. The Company uses the following
methods of underwriting: (a) simplified underwriting not routinely requiring a
physical examination, and (b) medical or paramedical underwriting which requires
such an examination. (See "How the Death Benefit Varies.")

The Company reserves the right to request a medical examination on any applicant
where an affirmative response to one of the medical questions of the application
requires additional underwriting by the Company.

The minimum amount of initial premium that will be accepted by the Company is
$10,000 for issue ages 0-70 and $50,000 for issue ages 71-80. Policies may be
issued to Insureds issue ages 80 or younger. Before issuing any Policy, the
Company requires evidence of insurability satisfactory to it, which may include
a medical examination.

- -Premium Deposits

The initial premium for a Policy is payable in full at the Company's Home
Office. The minimum amount of initial premium required is $10,000 for issue ages
0-70 and $50,000 for issue ages 71-80. The Specified Amount of Death Benefit is
determined by treating the initial premium as equal to 100% of the Guideline
Single Premium. The effective date of permanent insurance coverage is dependent
upon completion of all 

                                       16
<PAGE>   20
underwriting requirements, payment of the initial premium, and delivery of the
Policy while the insured is still living.

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

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

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

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

Additional Premium Deposits, upon acceptance, will be allocated to the
Nationwide Separate Account Trust Money Market Fund unless the Policy Owner
specifies otherwise.

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

- -Allocation of Cash Value

At the time a Policy is issued, its Cash Value will be based on the Nationwide
Separate Account Trust Money Market Fund sub-account value or the Fixed Account
as if the Policy had been issued and the premium invested on the date the
premium was received in good order by the Company. When the Policy is issued,
the Cash Value will be allocated to the Nationwide Separate Account Trust Money
Market Fund sub-account (for any Cash Value allocated to a Sub-Account on the
Application) or the Fixed Account until the expiration of the period in which
the Policy Owner may exercise his or her short-term right to cancel the Policy.
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 Cash
Value or may transfer Cash Value from one sub-account to another, subject to
such terms and conditions as may be imposed by each underlying Mutual Fund and
as set forth in the prospectus. Cash Value allocated to the Fixed Account at the
time of application may not be transferred prior to the first Policy
Anniversary. (See "Transfers" and "Investments of the Variable Account.")

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

- -Short-Term Right to Cancel Policy

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

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

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

MONTHLY DEDUCTIONS

On the Policy Date and on each Monthly Anniversary Date, the Company will deduct
an amount to cover charges and expenses incurred in connection with the Policy.
Generally, this Monthly Deduction will be deducted on a pro-rata basis from the
Cash Value in each Sub-account and the Fixed Account. The amount of the Monthly
Deductions will vary from month to month. If the Cash Surrender Value is not
sufficient to cover 

                                       17
<PAGE>   21
the Monthly Deduction which is due, the Policy may lapse (see "Grace Period").
The Monthly Deductions are comprised of the following charges:

       -Cost of Insurance Charge

       Immediately after the Policy is issued, the Death Benefit will be
       substantially greater than the initial premium payment. While the Policy
       is in force, prior to the Maturity Date, the Death Benefit will always be
       greater than the Cash Value. To enable the Company to pay this excess of
       the Death Benefit over the Cash Value, a monthly cost of insurance charge
       is deducted.

       Currently, this charge is deducted monthly and is equal to an annual rate
       of 0.65% multiplied by the Cash Value. On a current basis, for policy
       years 11 and later, this monthly charge is anticipated to be reduced to
       the Cash Value multiplied by an annual rate of 0.30% if the Cash
       Surrender Value is $100,000 or more. For substandard policies, these
       annual rates are increased.

       In no event will this current monthly deduction for the cost of insurance
       exceed the guaranteed monthly cost of insurance charges. Guaranteed cost
       of insurance charges will not exceed the cost based on the guaranteed
       cost of insurance rate multiplied by the Policy's net amount at risk. The
       net amount at risk is equal to the Death Benefit minus the Cash Value.
       Guaranteed cost of insurance rates for standard issues are based on the
       1980 Commissioner's Standard Ordinary Mortality Table, Age Last Birthday
       (1980 CSO). Guaranteed cost of insurance rates for substandard issues are
       based on appropriate percentage multiples of the 1980 CSO. These
       mortality tables are sex distinct.

       -Administrative Expense Charge

       The Company deducts a monthly Administrative Expense Charge to reimburse
       it for expenses related to the issuance and maintenance of the Policies
       including underwriting, establishing policy records, accounting and
       record keeping, and periodic reporting to Policy Owners. This charge is
       designed only to reimburse the Company for its actual administrative
       expenses. In the aggregate, the Company expects that the charges for
       administrative costs will be approximately equal to the related expenses.
       This monthly charge is equal to an annual rate of 0.30% multiplied by the
       Policy's Cash Value. On a current basis, for Policy Years 11 and later,
       this monthly charge is anticipated to be reduced to an annual rate of
       0.15% multiplied by the Cash Value, provided the Cash Surrender Value is
       greater than or equal to $100,000. This Administrative Expense Charge is
       subject to a $10 per month minimum.

       -Tax Expense Charge

       During the first ten policy years, the Company makes a Monthly Deduction
       to compensate for certain taxes which are incurred by the Company
       including premium taxes imposed by various states and local jurisdictions
       and for federal taxes imposed under Section 848 of the Internal Revenue
       Code. This monthly charge is equal to an annual rate of 0.50% multiplied
       by the Policy's Cash Value.

       This charge is deducted monthly and includes a premium tax component
       equal to an annual rate of 0.30% and a federal tax component equal to an
       annual rate of 0.20%. The Company expects to pay an average state premium
       tax of approximately 2.5% of premiums for all states, although such tax
       rates can generally range from 0% to 4%. The Company does not anticipate
       to make a profit from this monthly Tax Expense Charge.

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

       -Mortality and Expense Risk Charge

       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 nonrecovery of policy issue, underwriting and
       other administrative expenses due to Policies which lapse or are
       surrendered during the early policy years.

       To compensate the Company for assuming these risks, a monthly charge for
       mortality and expense risks is deducted on a pro-rata basis from the Cash
       Value in each Variable Account Sub-account. This monthly charge is equal
       to an annual rate of 0.90% multiplied by the Cash Value attributable to
       the 

                                       18
<PAGE>   22
       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 these charges.

SURRENDER CHARGES

The Company will deduct a surrender charge from the Policy's Cash Value for any
Policy which is surrendered during the first nine policy years. The surrender
charge is comprised of two components: a sales surrender charge and a premium
tax surrender charge.

The Company incurs certain sales and other distribution expenses at the time the
Policies are issued. The majority of these expenses consist of commissions paid
for the sale or these policies. Premium taxes are generally incurred by the
Company at the time the Policies are issued. These surrender charges are
designed to recover a portion of these expenses. The Company does not expect to
profit from these surrender charges. Unrecovered expenses are borne by the
Company's general assets which may include profits, if any, from the monthly
mortality and expense risk charges (see "Monthly Deductions"). Certain
surrenders may result in adverse tax consequences (see "Tax Matters"). Maximum
surrender charges are shown in the following table:

<TABLE>
<CAPTION>
                                                Surrender Charge
                                                 as a Percent of
    Completed Policy Years                   Initial Premium Payment
    ----------------------                   -----------------------
    <S>                                      <C>
                0                                     10.0%
                1                                     10.0
                2                                      9.0
                3                                      8.0
                4                                      7.0
                5                                      6.0
                6                                      5.0
                7                                      4.0
                8                                      3.0
                9+                                     0.0
</TABLE>

Approximately 75% of the total surrender charges are for the recovery of sales
expenses and 25% for the recovery of premium taxes. In no event will the sales
surrender charge exceed 7.5% of the total premium payments.

The amount of the sales surrender charge may be eliminated when the Policies are
issued to an officer, director, former director, partner, employee, or retired
employee of the Company; an employee of the General Distributor of the Policies,
Nationwide Financial Services, Inc., or an employee of an affiliate of the
Company or the General Distributor, or, a duly appointed representative of the
Company who receives no commission as a result of the purchase. Elimination of
the sales surrender charge will be permitted by the Company only in those
situations where the Company does not incur sales expenses normally associated
with sales of a Policy. In no event will the elimination of any sales surrender
charge be permitted where such elimination will be unfairly discriminatory to
any person.

                            HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

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

The value of an Accumulation Unit for each sub-account was arbitrarily set
initially at $10 when the underlying Mutual Fund shares in that sub-account were
available for purchase. The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each sub-account for
the immediately preceding Valuation Period by the Net Investment Factor for the
sub-account during the subsequent Valuation 

                                       19
<PAGE>   23
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) where:

(a)    is the net of:

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

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

(b)    is the net of:

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

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

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 any charge or
credit for tax reserves.

VALUATION OF ASSETS

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

DETERMINING THE CASH VALUE

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

The Cash Value in the Fixed Account and the Policy Loan Account is credited with
interest daily at an effective annual rate which the Company periodically
declares. The annual effective rate credited to the Fixed Account will never be
less than 3%. The annual effective rate credited to the Policy Loan Account will
never be less than 4%. Upon request, the Company will inform the Policy Owner of
the then applicable rates for each account.

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

The Policy Owner may surrender the Policy in full at any time while the Insured
is living and receive its Cash Surrender Value. The cancellation will be
effective as of the date the Company receives a proper written request for
cancellation and the Policy. Such written request must be signed and, where
permitted, the signature guaranteed by a member firm of the New York, American,
Boston, Midwest, Philadelphia or Pacific 

                                       20
<PAGE>   24
Stock Exchange, or by a Commercial Bank or Savings and Loan, which is a member
of the Federal Deposit Insurance Corporation. In some cases, the Company may
require additional documentation of a customary nature.

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

Partial surrenders, not subject to Surrender Charges, will be permitted if they
satisfy the following requirements:

       1.     The partial surrender request is in writing and the request is
              signed by the Policy Owner or an authorized party of the Policy
              Owner; and

       2.     The maximum partial surrender in any Policy Year, not subject to
              Surrender Charges, is limited to the maximum of:

              (i)   10% of the total premium payments; and

              (ii)  100% of cumulative earnings (Cash Value less total premium
                    payments less any existing policy indebtedness);

       3.     Such partial surrenders must not result in a reduction of the Cash
              Surrender Value below $10,000; and

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

All partial surrenders will be next computed after the date the Company receives
a proper written request. When a partial surrender is made, the Cash Value is
reduced by the amount of the partial surrender. Also, the Specified Amount is
reduced by the amount of the partial surrender unless the Death Benefit is based
on the applicable percentage of the 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 the Specified
Amount. Partial surrender amounts must be first deducted from the values in the
Variable sub-accounts. Partial surrenders will be deducted from the Fixed
Account only to the extent that insufficient values are available in the
Variable sub-accounts.

Other Surrenders not meeting the above conditions, will be subject to the
imposition of Surrender Charges. 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
100th birthday. The maturity proceeds will be payable to the Policy Owner on the
Maturity Date provided the Policy is still in force. The Maturity Proceeds will
be equal to the amount of the Policy's Cash Value, less any indebtedness.

INCOME TAX WITHHOLDING

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

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

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

                                       21
<PAGE>   25
                                  POLICY LOANS

TAKING A POLICY LOAN

The Policy Owner may take a loan using the Policy as security. During the first
year, maximum Policy indebtedness is limited to 50% of the Cash Value less any
Surrender Charge. Thereafter, maximum policy indebtedness is limited to 90% of
the Cash Value less any Surrender Charge. The Company will not grant a loan for
an amount less than $1,000 ($200 in Connecticut, $250 in Oregon, $500 in New
Jersey and $500 in New York). Should the Death Benefit become payable, the
Policy be surrendered, or the Policy mature while a loan is outstanding, the
amount of Policy indebtedness will be deducted from the Death Benefit, Cash
Surrender Value or the Maturity Value, respectively.

Maximum Policy indebtedness, in Texas, is limited to 90% of the Cash Value less
any Surrender Charge in the sub-accounts and 100% of the Cash Value less any
Surrender Charge in the Fixed Account.

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

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

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

Total policy indebtedness is comprised of two components: (i) Preferred Loans
and (ii) Regular Loans. The amount of the loan account that is less than or
equal to the Cash Value less the total premium payments will be treated as a
Preferred Loan. Any additional loaned amounts will be treated as Regular Loans.
Preferred and Regular Loan amounts will be determined once a year, as well as at
any time a new loan is requested. All loaned amounts in year 1 will be treated
as Regular Loans. On a current basis, preferred indebtedness will be credited
interest daily at an annual effective rate of 6%, and Regular indebtedness will
be credited interest daily at an annual effective rate of 4%. The credited rate
for all policy indebtedness is guaranteed never to be lower than 4%. This earned
interest is transferred from the Policy Loan Account to a Variable Account or
the Fixed Account on each Policy Anniversary as well as at any time a new loan
is requested. It will be allocated according to the Fund Allocation Factors in
effect at the time of the transfer.

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

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

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

                                       22
<PAGE>   26
REPAYMENT

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

                          HOW THE DEATH BENEFIT VARIES

- -Calculation of the Death Benefit

At issue, the Specified Amount is determined by treating the initial premium as
equal to 100% of the Guideline Single Premium. Guideline Single Premiums vary by
attained age, sex, underwriting classification, and total premium payments.
The following table illustrates representative initial Specified Amounts.

<TABLE>
<CAPTION>
                   $10,000 Single Premium         $25,000 Single Premium          $50,000 Single Premium
    Issue
     Age            Male          Female           Male           Female           Male           Female
     ---            ----          ------           ----           ------           ----           ------
    <S>           <C>             <C>            <C>             <C>             <C>             <C>
      35          $62,031         $76,231        $155,077        $190,577        $310,154        $381,154
      40           49,883          61,337         124,707         153,343         249,413         306,685
      45           40,437          49,825         101,903         124,562         202,186         249,124
      50           33,079          40,742          82,698         101,854         165,397         203,708
      55           27,358          33,531          68,396          83,828         136,791         167,655
      60           22,964          27,734          57,410          69,335         114,821         138,671
      65           19,579          23,052          48,948          57,631          97,895         115,261
</TABLE>

Generally, for a given premium payment, the initial Specified Amount is greater
for 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 or the Applicable Percentage of Cash Value. The Death Benefit
may vary with the Cash Value of the Policy, which depends on investment
performance. The amount of Death Benefit will ordinarily not change for several
years to reflect investment performance and may not change at all. If investment
performance is favorable, the amount of Death Benefit may increase. The
Applicable Percentage of Cash Value varies by attained age.

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

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

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

         55             150%               75              105%               95              101%
         56             146%               76              105%               96              101%
         57             142%               77              105%               97              101%
         58             138%               78              105%               98              101%
         59             134%               79              105%               99              101%
                                                                             100              100%
</TABLE>

                                       23
<PAGE>   27
- -Proceeds Payable on Death

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

During the first 24 months following policy issue, there is an unconditional
right to transfer all of the Cash Value in the Variable Account to the Fixed
Account.

                          CHANGES OF INVESTMENT POLICY

The Company may materially change the Investment Policy of the Variable Account.
The Company must inform the Policy Owner and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which may disapprove it if deemed detrimental to the interests of
the policy holders or if it renders the Company's operations hazardous to the
public. If a Policy Owner objects, there is an unconditional right to transfer
all of the Cash Value in the Variable Account to the Fixed Account. 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 transfer.

                                  GRACE PERIOD

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

                                  REINSTATEMENT

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

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

2.     providing evidence of insurability satisfactory to the Company;

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

4.     paying additional premiums at least equal to 3 times the guaranteed cost
       of insurance charges; and

5.     repaying 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 us.
If your Policy is reinstated, the Cash Value on the date of reinstatement, but
prior to applying any premiums or loan repayments received, will be set equal to
the appropriate Surrender Charge. Such Surrender Charge will be based on the
length of time from the date of premium payments to the effective date of the
reinstatement. Unless the Policy Owner has provided otherwise, the allocation of
the amount of the Surrender Charge, additional premium payments, and any loan
repayments will be based on the underlying Mutual Fund Allocation factors in
effect at the start of the Grace Period.

                            THE FIXED ACCOUNT OPTION

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

                                       24
<PAGE>   28
As explained earlier, a Policy Owner may elect to allocate or transfer all or
part of the Cash Value to the Fixed Account and the amount allocated or
transferred becomes part of Nationwide's general assets (General Account).
Nationwide's General Account consists of all assets of the Company other than
those in the Variable Account and in other separate accounts that have been or
may be established by the Company. Subject to applicable law, the Company has
sole discretion over the investment of the assets of the General Account, and
Policy Owners do not share in the investment experience of those assets. The
Company guarantees that the part of the Cash Value invested under the Fixed
Account option will accrue interest daily at an effective annual rate that the
Company declares periodically. The Fixed Account crediting rate will not be less
than an effective annual rate of 3%. Upon request and in the annual statement
the Company will inform a Policy Owner of the then applicable rate. The Company
is not obligated to credit interest at a higher rate.

                             OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

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

ASSIGNMENT

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

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

INCONTESTABILITY

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

ERROR IN AGE OR SEX

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

SUICIDE

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

                                       25
<PAGE>   29
NONPARTICIPATING POLICIES

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

                              LEGAL CONSIDERATIONS

   
On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from premiums 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, Nationwide Financial
Services, Inc. ("NFS"), One Nationwide Plaza, Columbus, Ohio 43216.

NFS is a corporation which was organized under the laws of the State of Ohio on
April 8, 1965. NFS is both a broker-dealer and registered investment adviser. As
such, it is the principal underwriter for several open-end investment companies
and for a number of separate accounts issued by the Company and Nationwide Life
and Annuity Insurance Company ("NLAIC") to fund the benefits of variable
insurance and annuity polices. NFS also currently acts as the investment adviser
and/or administrator for the mutual fund portfolios sold through NFS's
registered representatives and for some of the mutual fund portfolios which act
as underlying investment options for the variable insurance and annuity policies
issued by the Company or NLAIC.

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

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

Gross commissions paid by the Company on the sale of these Policies plus fees
for marketing services are not more than 6.75% of the premiums paid.

                               CUSTODIAN OF ASSETS

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

                                   TAX MATTERS

POLICY PROCEEDS

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

The Policies described in this prospectus, meet the definition of "modified
endowment contracts" under Section 7702A of the Code. The Code defines modified
endowment contracts as those policies issued or materially changed after June
21, 1988 on which the total premiums paid during the first seven years exceed
the amount that would have been paid if the policy provided for paid up benefits
after seven level annual premiums. The policies offered in this prospectus
typically fall within this definition. The Code provides for taxation of
surrenders, partial surrenders, loans, collateral assignments and other
pre-death distributions from modified 

                                       26
<PAGE>   30
endowment contracts in the same way annuities are taxed. Any distribution is
taxable to the extent the Cash Value of the Policy exceeds, at the time of the
distribution, the premiums paid into the Policy. The Code generally provides for
a 10% tax penalty on the taxable portion of such distributions. That penalty is
applicable unless the distribution is 1) paid after the Policy Owner is 59 1/2
or disabled; or 2) the distribution is part of an annuity to the Policy Owner as
defined in the Code.

Even though exchanges under Section 1035 of the Code qualify as material
changes, certain exchanges of pre-June 22, 1988 policies may retain their
non-modified endowment status. Therefore, the policies offered by this
prospectus may or may not be issued as modified endowment contracts. The Company
will monitor premiums paid and will notify the Policy Owner when the policy's
non-modified endowment status is in jeopardy. If a policy is not a modified
endowment contract, a cash distribution during the first fifteen years after a
policy is issued which causes a reduction in death benefits may still become
fully or partially taxable to the Owner pursuant to Section 7702(f)(7) of the
Code. The Policy Owner should carefully consider this potential effect and seek
further information before initiating any changes in the terms of the policy.
Under certain conditions, a policy may become a modified endowment as a result
of certain material changes or a reduction in benefits as defined by Section
7702A(c) of the Code.

In addition to meeting the tests required under Sections 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the Secretary of the
Treasury, set the standards for measuring the adequacy of this diversification.
To be adequately diversified, each sub-account of the Variable Account must meet
certain tests. The Company believes that the investments of the Variable Account
meet the applicable diversification standards. The regulations provide that a
variable life policy which does not satisfy the diversification standards will
not be treated as life insurance under Section 7702 of the Internal Revenue
Code, unless the failure to satisfy 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 of the life policy will be
deemed the owner of the underlying securities and will be taxed on the earnings
of his or her account. 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.

   
Representatives of the Internal Revenue Service have suggested, from time to
time, that the number of underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of funds,
transfers between funds, exchanges of 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.
    

A total surrender or cancellation of the Policy by lapse may have adverse tax
consequences depending on the circumstances. If the amount received by the
Policy Owner plus total Policy Indebtedness exceeds the premiums paid into the
Policy, the excess generally will be treated as taxable income, regardless of
whether or not the Policy is a modified endowment contract.

   
Generally the taxable portion of any Distribution from a Contract to a
nonresident alien of the United States is subject to tax withholding at a rate
equal to thirty percent (30%) of such amount or, if applicable, a lower treaty
rate. A payment may not be subject to withholding where the recipient
sufficiently establishes that such payment is effectively connected to the
recipient's conduct of a trade or business in the united States and such payment
is includable in the recipient's gross income.
    

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

TAXATION OF THE COMPANY

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

                                       27
<PAGE>   31
The Company does not initially expect to incur any Federal income tax liability
that would be chargeable to the Variable Account. Based upon these expectations,
no charge is currently being made against the Variable Account for federal
income taxes. If, however, the Company determines that on a separate company
basis such taxes may be incurred, it reserves the right to assess a charge for
such taxes against the Variable Account.

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

OTHER CONSIDERATIONS

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

                                   THE COMPANY

The Company is a life insurance company writing life, accident and health
insurance, and annuities in all states and the District of Columbia. The Company
issues variable annuity contracts through other segregated investment accounts.
This is the only business in which the Company is engaged.

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

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

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

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

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

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

                               COMPANY MANAGEMENT

Nationwide Life Insurance Company, together with Nationwide Mutual Insurance
Company, Nationwide Mutual Fire Insurance Company, Nationwide Indemnity Company,
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty
Insurance Company, National Casualty Company, West Coast Life Insurance Company,
Scottsdale Indemnity Company and Nationwide General Insurance Company and 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.
    

                                       28
<PAGE>   32
DIRECTORS OF THE COMPANY

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

Keith W. Eckel                     1996    Partner and Manager, Fred W. Eckel Sons and Eckel Farms, Inc. (1)
    

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

Fred C. Finney                     1992    Owner and Operator, Moreland Fruit Farm; Operator, Melrose Orchard
                                           (1)

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

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

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

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

C. Ray Noecker                     1994    Farm Owner and Operator (1)

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

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

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

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

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

*Member, Executive Committee               +Member, Investment Committee

1)     Principal occupation for last five years.

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

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

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

EXECUTIVE OFFICERS OF THE COMPANY

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

Joseph J. Gasper           President and Chief Operating Officer

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

Robert A. Oakley           Executive Vice President-Chief Financial Officer

   
Robert J. Woodward, Jr.    Executive Vice President-Chief Investment Officer
    
</TABLE>

                                       29
<PAGE>   33
<TABLE>
<S>                        <C>
James E. Brock             Senior Vice President - Investment Product Operations

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

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

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

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

   
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. Folk who joined the Registrant in
1993. From 1983-1993, Mr. Folk served as a partner in the accounting firm KPMG
Peat Marwick LLP.
    

                     OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

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

                            REPORTS TO POLICY OWNERS

The Company will mail to the Policy Owner, at the last known address of record,
an annual statement showing current policy values, transactions since the last
statement, policy loan information, and any other information required by
federal or state laws or regulations.

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

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

                                  ADVERTISING

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

                                       30
<PAGE>   34
                               LEGAL PROCEEDINGS

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

The General Distributor, Nationwide Financial Services, Inc., is not engaged in
any material litigation of any nature.

                                    EXPERTS

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

                             REGISTRATION STATEMENT

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

                                 LEGAL OPINIONS

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

                                       31
<PAGE>   35
                                    APPENDIX

    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 Cash Surrender Values falls to zero, at which time
additional Premium Payments would be required to continue the Policy in force.
The illustrations also assume there is no Policy Indebtedness, no additional
Premium Payments are made and no Cash Values are allocated to the Fixed Account.

   
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 deduction of underlying Mutual Fund investment advisory fees and other
expenses which are equivalent to an annual effective rate of 0.90%. This
effective rate is based on the average of the fund expenses for the preceding
year for all underlying mutual fund options available under the policy as of
January 1, 1996.
    

Taking account of the underlying Mutual Fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -0.90%, 5.1%, and 11.1% respectively.

The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection, recovering taxes, providing for
administrative expenses, and assuming mortality and expense risks. Current
values reflect current charges and guaranteed values reflect the maximum charges
guaranteed in the Policy. The values shown are for policies which are issued as
standard. 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 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, rating classification and Premium Payment
requested.

                                       32
<PAGE>   36
               $10,000 INITIAL PREMIUM: $19,579 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>             <C>        <C>        <C>         <C>        <C>          <C>          <C>          <C>          <C>
       1      10,500       9,582      8,582       19,579     10,160      9,160        19,579       10,738        9,738       19,579
       2      11,025       9,176      8,176       19,579     10,324      9,324        19,579       11,540       10,540       19,579
       3      11,576       8,782      7,882       19,579     10,493      9,593        19,579       12,411       11,511       19,579
       4      12,155       8,401      7,601       19,579     10,667      9,867        19,579       13,358       12,558       19,579
       5      12,763       8,030      7,330       19,579     10,846     10,146        19,579       14,386       13,686       19,579
       6      13,401       7,671      7,071       19,579     11,030     10,430        19,579       15,503       14,903       19,579
       7      14,071       7,323      6,823       19,579     11,218     10,718        19,579       16,717       16,217       19,579
       8      14,775       6,985      6,585       19,579     11,413     11,013        19,579       18,041       17,641       20,025
       9      15,513       6,657      6,357       19,579     11,612     11,312        19,579       19,501       19,201       21,256
      10      16,289       6,339      6,339       19,579     11,818     11,818        19,579       21,104       21,104       22,582
      15      20,789       5,018      5,018       19,579     13,271     13,271        19,579       32,367       32,367       33,986
      20      26,533       3,854      3,854       19,579     14,983     14,983        19,579       49,517       49,517       51,993
      25      33,864       2,830      2,830       19,579     17,000     17,000        19,579       75,690       75,690       79,475
      30      43,219       1,928      1,928       19,579     19,380     19,380        19,579      116,668      116,668      117,834
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
       DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       33
<PAGE>   37
               $10,000 INITIAL PREMIUM: $19,579 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>             <C>        <C>        <C>         <C>        <C>          <C>           <C>          <C>         <C>
       1      10,500       9,381      8,381       19,579      9,962      8,962        19,579       10,544        9,544       19,579
       2      11,025       8,734      7,734       19,579      9,896      8,896        19,579       11,130       10,130       19,579
       3      11,576       8,052      7,152       19,579      9,799      8,899        19,579       11,767       10,867       19,579
       4      12,155       7,329      6,529       19,579      9,664      8,864        19,579       12,462       11,662       19,579
       5      12,763       6,557      5,857       19,579      9,486      8,786        19,579       13,225       12,525       19,579
       6      13,401       5,724      5,124       19,579      9,255      8,655        19,579       14,069       13,469       19,579
       7      14,071       4,815      4,315       19,579      8,960      8,460        19,579       15,008       14,508       19,579
       8      14,775       3,810      3,410       19,579      8,585      8,185        19,579       16,063       15,663       19,579
       9      15,513       2,686      2,386       19,579      8,112      7,812        19,579       17,258       16,958       19,579
      10      16,289       1,418      1,418       19,579      7,519      7,519        19,579       18,628       18,628       19,932
      15      20,789         (*)        (*)          (*)      1,805      1,805        19,579       28,480       28,480       29,904
      20      26,533         (*)        (*)          (*)        (*)        (*)           (*)       43,419       43,419       45,590
      25      33,864         (*)        (*)          (*)        (*)        (*)           (*)       65,149       65,149       68,407
      30      43,219         (*)        (*)          (*)        (*)        (*)           (*)       98,541       98,541       99,527
</TABLE>

ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE
       "MONTHLY DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       34
<PAGE>   38
               $10,000 INITIAL PREMIUM: $40,437 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>             <C>        <C>        <C>         <C>        <C>          <C>          <C>          <C>          <C>
       1      10,500       9,582      8,582       40,437     10,160      9,160        40,437       10,738        9,738       40,437
       2      11,025       9,176      8,176       40,437     10,324      9,324        40,437       11,540       10,540       40,437
       3      11,576       8,782      7,882       40,437     10,493      9,593        40,437       12,411       11,511       40,437
       4      12,155       8,401      7,601       40,437     10,667      9,867        40,437       13,358       12,558       40,437
       5      12,763       8,030      7,330       40,437     10,846     10,146        40,437       14,386       13,686       40,437
       6      13,401       7,671      7,071       40,437     11,030     10,430        40,437       15,503       14,903       40,437
       7      14,071       7,323      6,823       40,437     11,218     10,718        40,437       16,717       16,217       40,437
       8      14,775       6,985      6,585       40,437     11,413     11,013        40,437       18,035       17,635       40,437
       9      15,513       6,657      6,357       40,437     11,612     11,312        40,437       19,468       19,168       40,437
      10      16,289       6,339      6,339       40,437     11,818     11,818        40,437       21,024       21,024       40,437
      15      20,789       5,018      5,018       40,437     13,271     13,271        40,437       31,910       31,910       42,759
      20      26,533       3,854      3,854       40,437     14,983     14,983        40,437       49,033       49,033       59,820
      25      33,864       2,830      2,830       40,437     17,000     17,000        40,437       75,219       75,219       87,254
      30      43,219       1,928      1,928       40,437     19,377     19,377        40,437      116,172      116,172      124,304
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
       DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       35
<PAGE>   39
               $10,000 INITIAL PREMIUM: $40,437 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>             <C>        <C>        <C>         <C>        <C>          <C>          <C>          <C>          <C>
       1      10,500       9,501      8,501       40,437     10,080      9,080        40,437       10,658        9,658       40,437
       2      11,025       8,999      7,999       40,437     10,150      9,150        40,437       11,370       10,370       40,437
       3      11,576       8,494      7,594       40,437     10,211      9,311        40,437       12,139       11,239       40,437
       4      12,155       7,984      7,184       40,437     10,260      9,460        40,437       12,972       12,172       40,437
       5      12,763       7,467      6,767       40,437     10,297      9,597        40,437       13,874       13,174       40,437
       6      13,401       6,941      6,341       40,437     10,318      9,718        40,437       14,852       14,252       40,437
       7      14,071       6,402      5,902       40,437     10,320      9,820        40,437       15,911       15,411       40,437
       8      14,775       5,849      5,449       40,437     10,301      9,901        40,437       17,062       16,662       40,437
       9      15,513       5,276      4,976       40,437     10,256      9,956        40,437       18,310       18,010       40,437
      10      16,289       4,680      4,680       40,437     10,181     10,181        40,437       19,668       19,668       40,437
      15      20,789       1,317      1,317       40,437      9,512      9,512        40,437       29,386       29,386       40,437
      20      26,533         (*)        (*)          (*)      7,315      7,315        40,437       45,090       45,090       55,010
      25      33,864         (*)        (*)          (*)      1,889      1,889        40,437       69,171       69,171       80,238
      30      43,219         (*)        (*)          (*)        (*)        (*)           (*)      106,265      106,265      113,704
</TABLE>

ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE
       "MONTHLY DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       36
<PAGE>   40
               $25,000 INITIAL PREMIUM: $101,093 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>            <C>        <C>         <C>         <C>        <C>          <C>          <C>          <C>          <C>
       1      26,250      24,132     21,632      101,093     25,583     23,083       101,093       27,034       24,534      101,093
       2      27,562      23,289     20,789      101,093     26,182     23,682       101,093       29,244       26,744      101,093
       3      28,941      22,472     20,222      101,093     26,798     24,548       101,093       31,645       29,395      101,093
       4      30,388      21,679     19,679      101,093     27,432     25,432       101,093       34,253       32,253      101,093
       5      31,907      20,911     19,161      101,093     28,083     26,333       101,093       37,086       35,336      101,093
       6      33,502      20,165     18,665      101,093     28,753     27,253       101,093       40,164       38,664      101,093
       7      35,178      19,442     18,192      101,093     29,441     28,191       101,093       43,503       42,253      101,093
       8      36,936      18,740     17,740      101,093     30,149     29,149       101,093       47,120       46,120      101,093
       9      38,783      18,059     17,309      101,093     30,877     30,127       101,093       51,037       50,287      101,093
      10      40,722      17,399     17,399      101,093     31,626     31,626       101,093       55,280       55,280      101,093
      15      51,973      14,756     14,756      101,093     36,610     36,610       101,093       84,709       84,709      113,510
      20      66,332      12,428     12,428      101,093     42,475     42,475       101,093      131,806      131,806      160,803
      25      84,659      10,379     10,379      101,093     49,301     49,301       101,093      206,582      206,582      239,635
      30     108,049       8,575      8,575      101,093     57,224     57,224       101,093      323,780      323,780      346,445
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
       DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       37
<PAGE>   41
              $100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>            <C>        <C>         <C>        <C>        <C>           <C>        <C>          <C>          <C>
       1     105,000      96,708     86,708      195,791    102,511     92,511       195,791      108,313       98,313      195,791
       2     110,250      93,524     83,524      195,791    105,084     95,084       195,791      117,318      107,318      195,791
       3     115,762      90,446     81,446      195,791    107,723     98,723       195,791      127,071      118,071      195,791
       4     121,551      87,468     79,468      195,791    110,427    102,427       195,791      137,635      129,635      195,791
       5     127,628      84,589     77,589      195,791    113,200    106,200       195,791      149,077      142,077      195,791
       6     134,010      81,804     75,804      195,791    116,042    110,042       195,791      161,470      155,470      195,791
       7     140,710      79,111     74,111      195,791    118,955    113,955       195,791      174,903      169,903      197,641
       8     147,746      76,507     72,507      195,791    121,942    117,942       195,791      189,597      185,597      210,452
       9     155,133      73,988     70,988      195,791    125,004    122,004       195,791      205,646      202,646      224,154
      10     162,889      71,553     71,553      195,791    128,142    128,142       195,791      223,212      223,212      238,837
      15     207,893      62,060     62,060      195,791    152,505    152,505       195,791      349,845      349,845      367,337
      20     265,330      53,828     53,828      195,791    181,501    181,501       195,791      548,319      548,319      575,735
      25     338,635      46,687     46,687      195,791    216,010    216,010       226,810      859,393      859,393      902,362
      30     432,194      40,493     40,493      195,791    257,079    257,079       259,650    1,346,944    1,346,944    1,360,414
</TABLE>

ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE
       "MONTHLY DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       38
<PAGE>   42
              $100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>            <C>        <C>         <C>        <C>        <C>           <C>        <C>          <C>          <C>
       1     105,000      96,708     86,708      195,791    102,511     92,511       195,791      108,313       98,313      195,791
       2     110,250      93,524     83,524      195,791    105,084     95,084       195,791      117,318      107,318      195,791
       3     115,762      90,446     81,446      195,791    107,723     98,723       195,791      127,071      118,071      195,791
       4     121,551      87,468     79,468      195,791    110,427    102,427       195,791      137,635      129,635      195,791
       5     127,628      84,589     77,589      195,791    113,200    106,200       195,791      149,077      142,077      195,791
       6     134,010      81,804     75,804      195,791    116,042    110,042       195,791      161,470      155,470      195,791
       7     140,710      79,111     74,111      195,791    118,955    113,955       195,791      174,903      169,903      197,641
       8     147,746      76,507     72,507      195,791    121,942    117,942       195,791      189,597      185,597      210,452
       9     155,133      73,988     70,988      195,791    125,004    122,004       195,791      205,646      202,646      224,154
      10     162,889      71,553     71,553      195,791    128,142    128,142       195,791      223,212      223,212      238,837
      15     207,893      62,060     62,060      195,791    152,505    152,505       195,791      349,845      349,845      367,337
      20     265,330      53,828     53,828      195,791    181,501    181,501       195,791      548,319      548,319      575,735
      25     338,635      46,687     46,687      195,791    216,010    216,010       226,810      859,393      859,393      902,362
      30     432,194      40,493     40,493      195,791    257,079    257,079       259,650    1,346,944    1,346,944    1,360,414
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
       DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       39
<PAGE>   43
              $100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>            <C>        <C>         <C>        <C>         <C>          <C>        <C>          <C>          <C>
       1     105,000      94,724     84,724      195,791    100,554     90,554       195,791      106,387       96,387      195,791
       2     110,250      89,180     79,180      195,791    100,888     90,888       195,791      113,303      103,303      195,791
       3     115,762      83,324     74,324      195,791    100,974     91,974       195,791      120,837      111,837      195,791
       4     121,551      77,095     69,095      195,791    100,776     92,776       195,791      129,095      121,095      195,791
       5     127,628      70,416     63,416      195,791    100,242     93,242       195,791      138,201      131,201      195,791
       6     134,010      63,182     57,182      195,791     99,301     93,301       195,791      148,306      142,306      195,791
       7     140,710      55,257     50,257      195,791     97,861     92,861       195,791      159,604      154,604      195,791
       8     147,746      46,469     42,469      195,791     95,804     91,804       195,791      172,343      168,343      195,791
       9     155,133      36,605     33,605      195,791     92,985     89,985       195,791      186,774      183,774      203,583
      10     162,889      25,406     25,406      195,791     89,242     89,242       195,791      202,728      202,728      216,919
      15     207,893         (*)        (*)          (*)     50,882     50,882       195,791      313,490      313,490      329,165
      20     265,330         (*)        (*)          (*)        (*)        (*)           (*)      479,062      479,062      503,016
      25     338,635         (*)        (*)          (*)        (*)        (*)           (*)      718,814      718,814      754,755
      30     432,194         (*)        (*)          (*)        (*)        (*)           (*)    1,087,242    1,087,242    1,098,114
</TABLE>

ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE
       "MONTHLY DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       40
<PAGE>   44
              $100,000 INITIAL PREMIUM: $273,583 SPECIFIED AMOUNT
                          MALE: REGULAR ISSUE: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>            <C>        <C>         <C>        <C>        <C>           <C>        <C>          <C>          <C>
       1     105,000      96,708     86,708      273,583    102,511     92,511       273,583      108,313       98,313      273,583
       2     110,250      93,524     83,524      273,583    105,084     95,084       273,583      117,318      107,318      273,583
       3     115,762      90,446     81,446      273,583    107,723     98,723       273,583      127,071      118,071      273,583
       4     121,551      87,468     79,468      273,583    110,427    102,427       273,583      137,635      129,635      273,583
       5     127,628      84,589     77,589      273,583    113,200    106,200       273,583      149,077      142,077      273,583
       6     134,010      81,804     75,804      273,583    116,042    110,042       273,583      161,470      155,470      273,583
       7     140,710      79,111     74,111      273,583    118,955    113,955       273,583      174,893      169,893      273,583
       8     147,746      76,507     72,507      273,583    121,942    117,942       273,583      189,433      185,433      273,583
       9     155,133      73,988     70,988      273,583    125,004    122,004       273,583      205,181      202,181      273,583
      10     162,889      71,553     71,553      273,583    128,142    128,142       273,583      222,260      222,260      273,583
      15     207,893      62,060     62,060      273,583    152,505    152,505       273,583      348,353      348,353      404,090
      20     265,330      53,828     53,828      273,583    181,501    181,501       273,583      545,981      545,981      584,200
      25     338,635      46,687     46,687      273,583    216,010    216,010       273,583      855,728      855,728      898,515
      30     432,194      40,493     40,493      273,583    257,079    257,079       273,583    1,341,201    1,341,201    1,408,261
</TABLE>

ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT THE CURRENT CHARGES DESCRIBED IN THE "MONTHLY
       DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       41
<PAGE>   45
              $100,000 INITIAL PREMIUM: $273,583 SPECIFIED AMOUNT
                          MALE: REGULAR ISSUE: AGE 55

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0% HYPOTHETICAL                     6% HYPOTHETICAL                    12% HYPOTHETICAL
                           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                           -----------------------            -----------------------            -----------------------
            PREMIUMS
           PAID PLUS                   CASH                               CASH                                    CASH
  POLICY    INTEREST        CASH       SURR        DEATH       CASH       SURR         DEATH         CASH         SURR        DEATH
    YEAR       AT 5%       VALUE      VALUE      BENEFIT      VALUE      VALUE       BENEFIT        VALUE        VALUE      BENEFIT
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
  <S>      <C>            <C>        <C>         <C>        <C>        <C>           <C>        <C>          <C>          <C>
       1     105,000      95,428     85,428      273,583    101,237     91,237       273,583      107,048       97,048      273,583
       2     110,250      90,746     80,746      273,583    102,348     92,348       273,583      114,641      104,641      273,583
       3     115,762      85,934     76,934      273,583    103,319     94,319       273,583      122,842      113,842      273,583
       4     121,551      80,971     72,971      273,583    104,133     96,133       273,583      131,721      123,721      273,583
       5     127,628      75,827     68,827      273,583    104,766     97,766       273,583      141,357      134,357      273,583
       6     134,010      70,462     64,462      273,583    105,188     99,188       273,583      151,838      145,838      273,583
       7     140,710      64,827     59,827      273,583    105,356    100,356       273,583      163,262      158,262      273,583
       8     147,746      58,861     54,861      273,583    105,222    101,222       273,583      175,751      171,751      273,583
       9     155,133      52,500     49,500      273,583    104,733    101,733       273,583      189,449      186,449      273,583
      10     162,889      45,670     45,670      273,583    103,829    103,829       273,583      204,536      204,536      273,583
      15     207,893       2,162      2,162      273,583     93,673     93,673       273,583      312,923      312,923      362,991
      20     265,330         (*)        (*)          (*)     56,926     56,926       273,583      480,735      480,735      514,386
      25     338,635         (*)        (*)          (*)        (*)        (*)           (*)      743,388      743,388      780,557
      30     432,194         (*)        (*)          (*)        (*)        (*)           (*)    1,136,014    1,136,014    1,192,815
</TABLE>

ASSUMPTIONS:

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

(2)    GUARANTEED VALUES REFLECT THE GUARANTEED CHARGES DESCRIBED IN THE
       "MONTHLY DEDUCTIONS" AND "SURRENDER CHARGES" SECTIONS OF THE PROSPECTUS.

(3)    NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
       INVESTMENT RETURN LESS THE AVERAGE FUND EXPENSE DESCRIBED IN THE
       PROSPECTUS APPENDIX.

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

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

                                       42
<PAGE>   46

<PAGE>   1
- --------------------------------------------------------------------------------


                          Independent Auditors' Report

The Board of Directors and Contract Owners of
  Nationwide VLI Separate Account-2
  Nationwide Life Insurance Company:

     We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-2 as of December 31,
1995, and the related statements of operations and changes in contract owners'
equity and schedules of changes in unit value for each of the years in the three
year period then ended. These financial statements and schedules of changes in
unit value are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules of changes in unit value based on our audits.

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

     In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VLI Separate Account-2 as of December 31, 1995, and the
results of its operations and its changes in contract owners' equity and the
schedules of changes in unit value for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
February 6, 1996


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


<PAGE>   2
================================================================================

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                               DECEMBER 31, 1995

<TABLE>
ASSETS:
  Investments at market value:
<S>                                                                                        <C>
    The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
         62,614 shares (cost $1,038,589) ............................................      $  1,083,848
    Dreyfus Stock Index Fund (DryStkIx)
         271,861 shares (cost $4,342,422) ...........................................         4,676,009
    Fidelity VIP - Equity-Income Portfolio (FidEqInc)
         1,479,252 shares (cost $24,428,367) ........................................        28,505,182
    Fidelity VIP - Growth Portfolio (FidGro)
         1,134,365 shares (cost $33,508,734) ........................................        33,123,460
    Fidelity VIP - High Income Portfolio (FidHiInc)
         825,519 shares (cost $9,365,281) ...........................................         9,947,503
    Fidelity VIP - Overseas Portfolio (FidOSeas)
         676,060 shares (cost $10,850,506) ..........................................        11,526,815
    Fidelity VIP-II - Asset Manager Portfolio (FidAsMgr)
         1,172,533 shares (cost $16,833,524) ........................................        18,514,290
    Fidelity VIP-II - Contrafund Portfolio (FidContP)
         195,404 shares (cost $2,668,754) ...........................................         2,692,665
    Nationwide SAT - Capital Appreciation Fund (NWCapApp)
         212,307 shares (cost $2,582,301) ...........................................         2,861,899
    Nationwide SAT - Government Bond Fund (NWGvtBd)
         467,280 shares (cost $4,984,922) ...........................................         5,308,298
    Nationwide SAT - Money Market Fund (NWMyMkt)
         25,831,056 shares (cost $25,831,056) .......................................        25,831,056
    Nationwide SAT - Small Company Fund (NWSmCoFd)
         30,450 shares (cost $339,903) ..............................................           347,742
    Nationwide SAT - Total Return Fund (NWTotRet)
         1,926,298 shares (cost $20,615,292) ........................................        22,229,482
    Neuberger & Berman - Growth Portfolio (NBGro)
         351,272 shares (cost $8,083,142) ...........................................         9,083,899
    Neuberger & Berman - Limited Maturity Bond Portfolio (NBLtdMat)
         211,743 shares (cost $2,994,517) ...........................................         3,114,733
    Neuberger & Berman - Partners Portfolio (NBPart)
         216,170 shares (cost $2,643,081) ...........................................         2,859,928
    Oppenheimer - Bond Fund (OppBdFd)
         342,871 shares (cost $3,867,584) ...........................................         4,059,588
    Oppenheimer - Global Securities Fund (OppGlSec)
         397,052 shares (cost $5,971,306) ...........................................         5,955,777
    Oppenheimer - Multiple Strategies Fund (OppMult)
         349,048 shares (cost $4,730,069) ...........................................         5,078,650
    Strong VIP - Strong Discovery Fund II, Inc. (StDisc2)
         403,468 shares (cost $4,727,581) ...........................................         5,422,616
    Strong VIP - Strong International Stock Fund II, Inc. (StIntStk2)
         9,631 shares (cost $97,747) ................................................            98,431
    Strong VIP - Strong Special Fund II, Inc. (StSpec2)
         672,585 shares (cost $10,088,689) ..........................................        11,460,850
    TCI Portfolios - TCI Balanced (TCIBal)
         217,142 shares (cost $1,372,140) ...........................................         1,528,680
    TCI Portfolios - TCI Growth (TCIGro)
         868,667 shares (cost $8,887,302) ...........................................        10,476,124
    TCI Portfolios - TCI International (TCIInt)
         208,270 shares (cost $1,082,648) ...........................................         1,110,078
    Van Eck - Gold and Natural Resources Fund (VEGoldNR)
         244,680 shares (cost $3,489,920) ...........................................         3,528,286
    Van Eck - Worldwide Bond Fund (VEWrldBd)
         182,821 shares (cost $1,985,685) ...........................................         2,036,622
    Van Kampen American Capital - Real Estate Securities Fund (VKACRESec)
         28,825 shares (cost $299,720) ..............................................           309,583
    Warburg Pincus - International Equity Portfolio (WPIntEq)
         158,334 shares (cost $1,656,897) ...........................................         1,686,256
    Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
         273,996 shares (cost $3,188,845) ...........................................         3,427,686
                                                                                           ------------
             Total assets ...........................................................       237,886,036
                                                                                              
    ACCOUNTS PAYABLE ................................................................           816,393
                                                                                           ------------   
    CONTRACT OWNERS' EQUITY .........................................................      $237,069,643
                                                                                           ============
</TABLE> 


<PAGE>   3
Contract owners' equity represented by:

<TABLE>
<CAPTION>
                                                                                           UNITS         UNIT VALUE
                                                                                         ---------       ----------
<S>                                                                                      <C>             <C>           <C>
 Single Premium contracts issued prior to April 16, 1990:
   Fidelity VIP - Equity-Income Portfolio .......................................           13,681       $26.373971    $    360,822
   Fidelity VIP - Growth Portfolio ..............................................            9,046        30.259267         273,725
   Fidelity VIP - High Income Portfolio .........................................            3,417        21.685282          74,099
   Fidelity VIP - Overseas Portfolio ............................................            9,048        17.526172         158,577
   Fidelity VIP-II - Asset Manager Portfolio ....................................            1,075        18.081878          19,438
   Nationwide SAT - Government Bond Fund ........................................            2,984        19.357639          57,763
   Nationwide SAT - Money Market Fund ...........................................            9,556        14.287454         136,531
   Nationwide SAT - Total Return Fund ...........................................            1,195        22.138653          26,456
   Neuberger & Berman - Growth Portfolio ........................................            5,776        22.976381         132,712
   Neuberger & Berman - Limited Maturity Bond Portfolio .........................            4,610        15.906671          73,330
   Oppenheimer - Global Securities Fund .........................................            1,656        11.503363          19,050
   Strong VIP - Strong Special Fund II, Inc. ....................................              319        18.309087           5,841
   TCI Portfolios - TCI Growth ..................................................            8,480        25.381408         215,234
   Van Eck - Gold and Natural Resources Fund ....................................            4,617        12.839256          59,279
   Van Eck - Worldwide Bond Fund ................................................               23        14.458585             333
   Van Kampen American Capital - Real Estate Securities Fund ....................            4,203        10.784280          45,326

 Single Premium contracts issued on or after April 16, 1990:
   The Dreyfus Socially Responsible Growth Fund, Inc. ...........................           10,235        14.242220         145,769
   Dreyfus Stock Index Fund .....................................................           57,341        13.621789         781,087
   Fidelity VIP - Equity-Income Portfolio .......................................          508,482        21.648958      11,008,105
   Fidelity VIP - Growth Portfolio ..............................................          435,011        20.999607       9,135,060
   Fidelity VIP - High Income Portfolio .........................................          124,646        22.388295       2,790,611
   Fidelity VIP - Overseas Portfolio ............................................          299,548        12.667544       3,794,537
   Fidelity VIP-II - Asset Manager Portfolio ....................................          354,042        17.721708       6,274,229
   Fidelity VIP-II - Contrafund Portfolio .......................................           63,736        11.071965         705,683
   Nationwide SAT - Capital Appreciation Fund ...................................           16,446        14.444672         237,557
   Nationwide SAT - Government Bond Fund ........................................          221,416        16.104612       3,565,819
   Nationwide SAT - Money Market Fund ...........................................        1,202,213        12.028786      14,461,163
   Nationwide SAT - Small Company Fund ..........................................           18,120        11.410311         206,755
   Nationwide SAT - Total Return Fund ...........................................          136,950        19.154939       2,623,269
   Neuberger & Berman - Growth Portfolio ........................................          167,819        16.264834       2,729,548
   Neuberger & Berman - Limited Maturity Bond Portfolio .........................           80,410        13.684722       1,100,388
   Neuberger & Berman - Partners Portfolio ......................................           59,329        13.495873         800,697
   Oppenheimer - Bond Fund ......................................................           91,827        16.056725       1,474,441
   Oppenheimer - Global Securities Fund .........................................          103,965        11.413379       1,186,592
   Oppenheimer - Multiple Strategies Fund .......................................          124,127        16.404926       2,036,294
   Strong VIP - Strong Discovery Fund II, Inc. ..................................          130,968        16.214896       2,123,632
   Strong VIP - Strong International Stock Fund II, Inc. ........................            2,862        10.226632          29,269
   Strong VIP - Strong Special Fund II, Inc. ....................................          162,203        18.074367       2,931,717
   TCI Portfolios - TCI Balanced ................................................           38,974        12.914886         503,345
   TCI Portfolios - TCI Growth ..................................................          229,772        17.116040       3,932,787
   TCI Portfolios - TCI International ...........................................           41,356        10.403803         430,260
   Van Eck - Gold and Natural Resources Fund ....................................          118,139        14.230388       1,681,164
   Van Eck - Worldwide Bond Fund ................................................           55,939        14.170551         792,686
   Van Kampen American Capital - Real Estate Securities Fund ....................           12,834        10.765797         138,168
   Warburg Pincus - International Equity Portfolio ..............................           68,691        10.661502         732,349
   Warburg Pincus - Small Company Growth Portfolio ..............................           93,602        12.430586       1,163,528

 Multiple Payment contracts and Flexible Premium contracts:
   The Dreyfus Socially Responsible Growth Fund, Inc. ...........................           65,138        14.401809         938,105
   Dreyfus Stock Index Fund .....................................................          282,759        13.775382       3,895,113
   Fidelity VIP - Equity-Income Portfolio .......................................          771,429        22.215745      17,137,870
   Fidelity VIP - Growth Portfolio ..............................................        1,116,041        21.256059      23,722,633
   Fidelity VIP - High Income Portfolio .........................................          339,950        20.852993       7,088,975
   Fidelity VIP - Overseas Portfolio ............................................          554,741        13.645033       7,569,459
   Fidelity VIP-II - Asset Manager Portfolio ....................................          764,633        15.982529      12,220,769
   Fidelity VIP-II - Contrafund Portfolio .......................................          179,024        11.099135       1,987,012
   Nationwide SAT - Capital Appreciation Fund ...................................          178,373        14.713230       2,624,443
   Nationwide SAT - Government Bond Fund ........................................          112,463        14.984933       1,685,251
   Nationwide SAT - Money Market Fund ...........................................          887,531        11.714295      10,396,800
   Nationwide SAT - Small Company Fund ..........................................           12,345        11.420759         140,989
   Nationwide SAT - Total Return Fund ...........................................        1,076,286        18.192762      19,580,615
   Neuberger & Berman - Growth Portfolio ........................................          389,800        15.962482       6,222,175
   Neuberger & Berman - Limited Maturity Bond Portfolio .........................          148,223        13.096811       1,941,249
   Neuberger & Berman - Partners Portfolio ......................................          151,517        13.591346       2,059,320
   Oppenheimer - Bond Fund ......................................................          170,613        15.164813       2,587,314
   Oppenheimer - Global Securities Fund .........................................          411,619        11.542134       4,750,962
   Oppenheimer - Multiple Strategies Fund .......................................          188,985        16.100377       3,042,730
   Strong VIP - Strong Discovery Fund II, Inc. ..................................          199,781        16.514850       3,299,353
   Strong VIP - Strong International Stock Fund II, Inc. ........................            6,756        10.236021          69,155
   Strong VIP - Strong Special Fund II, Inc. ....................................          463,043        18.408627       8,523,986
   TCI Portfolios - TCI Balanced ................................................           77,950        13.155049       1,025,436
   TCI Portfolios - TCI Growth ..................................................          391,898        16.149061       6,328,785
   TCI Portfolios - TCI International ...........................................           64,755        10.477472         678,469
   Van Eck - Gold and Natural Resources Fund ....................................          114,539        15.612002       1,788,183
   Van Eck - Worldwide Bond Fund ................................................           93,956        13.253457       1,245,242
   Van Kampen American Capital - Real Estate Securities Fund ....................           11,685        10.792212         126,107
   Warburg Pincus - International Equity Portfolio ..............................           89,255        10.687672         953,928
   Warburg Pincus - Small Company Growth Portfolio ..............................          181,701        12.461074       2,264,190
                                                                                            ======       ==========    ------------
                                                                                                                       $237,069,643
                                                                                                                       ============
</TABLE>

See accompanying notes to financial statements.
===============================================================================


<PAGE>   4
================================================================================

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

        STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                                                  1995                  1994             1993
                                                                              -------------         ------------      ------------
<S>                                                                           <C>                   <C>               <C>    
INVESTMENT ACTIVITY:                                                 
    Reinvested capital gains and dividends .........................          $   6,764,208            3,376,057           974,676
                                                                              -------------         ------------      ------------
    Gain (loss) on investments:
         Proceeds from redemption of mutual fund shares ............            163,574,836          184,340,809       115,961,691
         Cost of mutual fund shares sold ...........................           (154,208,870)        (184,441,475)     (113,135,035)
                                                                              -------------         ------------      ------------
         Realized gain (loss) on investments .......................              9,365,966             (100,666)        2,826,656
         Change in unrealized gain (loss) on investments ...........             17,134,325           (3,604,010)        1,224,589
                                                                              -------------         ------------      ------------
              Net gain (loss) on investments .......................             26,500,291           (3,704,676)        4,051,245
                                                                              -------------         ------------      ------------
                   Net investment activity .........................             33,264,499             (328,619)        5,025,921
                                                                              -------------         ------------      ------------
    
EQUITY TRANSACTIONS:
    Purchase payments received from contract owners ................            106,694,208           77,172,455        31,008,045
    Surrenders (note 2d) ...........................................             (4,970,867)          (1,308,994)         (559,275)
    Death benefits (note 4) ........................................               (143,265)             (15,398)         (360,580)
    Policy loans (net of repayments) (note 5) ......................             (2,529,830)          (2,980,396)       (1,781,013)
                                                                              -------------         ------------      ------------
                   Net equity transactions .........................             99,050,246           72,867,667        28,307,177
                                                                              -------------         ------------      ------------
    
EXPENSES:
    Deductions for surrender charges (note 2d) .....................               (364,725)            (116,899)          (24,490)
    Redemptions to pay cost of insurance charges
         and administrative charges (notes 2b and 2c) ..............            (14,110,656)          (5,382,393)       (1,539,443)
    Deductions for asset charges (note 3) ..........................             (1,747,342)            (879,737)         (430,173)
                                                                              -------------         ------------      ------------
                   Total expenses ..................................            (16,222,723)          (6,379,029)       (1,994,106)
                                                                              -------------         ------------      ------------
    
NET CHANGE IN CONTRACT OWNERS' EQUITY ..............................            116,092,022           66,160,019        31,338,992
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ........................            120,977,621           54,817,602        23,478,610
                                                                              -------------         ------------      ------------
CONTRACT OWNERS' EQUITY END OF PERIOD ..............................          $ 237,069,643          120,977,621        54,817,602
                                                                              =============          ===========        ==========
</TABLE>

See accompanying notes to financial statements.
===============================================================================


<PAGE>   5
================================================================================

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

                         NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 1995, 1994 AND 1993


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) Organization and Nature of Operations

     The Nationwide VLI Separate Account-2 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide Life Insurance
Company (the Company) on May 7, 1987. The Account has been registered as a unit
investment trust under the Investment Company Act of 1940.

     The Company offers Modified Single Premium and Flexible Premium Variable
Life Insurance Policies 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:

     The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro);

     Dreyfus Stock Index Fund (DryStkIx)(formerly Dreyfus Life and Annuity Index
     Fund, Inc. (DLAI));

     Portfolios of the Fidelity Variable Insurance Products Fund (Fidelity VIP);

          Fidelity VIP - Equity-Income Portfolio (FidEqInc)
          Fidelity VIP - Growth Portfolio (FidGro)
          Fidelity VIP - High Income Portfolio (FidHiInc)
          Fidelity VIP - Overseas Portfolio (FidOSeas)

     Portfolios of the Fidelity Variable Insurance Products Fund II (Fidelity
     VIP-II);

          Fidelity VIP-II - Asset Manager Portfolio (FidAsMgr)
          Fidelity VIP-II - Contrafund Portfolio (FidContP)

     Funds of the Nationwide Separate Account Trust (Nationwide SAT) (managed
     for a fee by an affiliated investment advisor);

          Nationwide SAT - Capital Appreciation Fund (NWCapApp)
          Nationwide SAT - Government Bond Fund (NWGvtBd)
          Nationwide SAT - Money Market Fund (NWMyMkt)
          Nationwide SAT - Small Company Fund (NWSmCoFd)
          Nationwide SAT - Total Return Fund (NWTotRet)

     Portfolios of the Neuberger & Berman Advisers Management Trust (Neuberger &
     Berman);

          Neuberger & Berman - Growth Portfolio (NBGro)
          Neuberger & Berman - Limited Maturity Bond Portfolio (NBLtdMat)
          Neuberger & Berman - Partners Portfolio (NBPart)

Funds of the Oppenheimer Variable Account Funds (Oppenheimer);

          Oppenheimer - Bond Fund (OppBdFd)
          Oppenheimer - Global Securities Fund (OppGlSec)
          Oppenheimer - Multiple Strategies Fund (OppMult)

     Funds of the Strong Variable Insurance Products Funds (Strong VIP);

          Strong VIP - Strong Discovery Fund II, Inc. (StDisc2)
          Strong VIP - Strong International Stock Fund II, Inc. (StIntStk2)
          Strong VIP - Strong Special Fund II, Inc. (StSpec2)


<PAGE>   6
     Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);

          TCI Portfolios - TCI Balanced (TCIBal)
          TCI Portfolios - TCI Growth (TCIGro)
          TCI Portfolios - TCI International (TCIInt)

     Funds of the Van Eck Worldwide Insurance Trust (Van Eck) (formerly Van Eck
     Investment Trust);

          Van Eck - Gold and Natural Resources Fund (VEGoldNR)
          Van Eck - Worldwide Bond Fund (VEWrldBd) (formerly Van Eck - Global 
                    Bond Fund (VEGlobBd))

     Fund of the Van Kampen American Capital Life Investment Trust (Van Kampen
     American Capital);

          Van Kampen American Capital - Real Estate Securities Fund 
          (VKACRESec)

     Portfolios of the Warburg Pincus Trust (Warburg Pincus);

          Warburg Pincus - International Equity Portfolio (WPIntEq)
          Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)

     At December 31, 1995, 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, 1995. Fund purchases and sales are
accounted for on the trade date (date the order to buy or sell is executed). The
cost of investments sold is determined on a specific identification basis, and
dividends (which include capital gain distributions) are accrued as of the
ex-dividend date.

  (d) Federal Income Taxes

     The operations of the Account form a part of, and are taxed with, the
operations of the Company, which is taxed as a life insurance company under the
provisions of the Internal Revenue Code.

     Currently, no charge is being made to the Account for Federal income taxes,
or reserves for such taxes, which may be attributed to the Account. However, the
Company reserves the right to make such charges in the future.

  (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.

(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


<PAGE>   7
     Contracts issued on or after April 16, 1990:
          Purchase payments totalling less than $25,000 - $90/year ($65/year in
          New York)
          Purchase payments totalling $25,000 or more - $50/year

     For multiple payment contracts, the Company currently deducts a monthly
administrative charge of $5 (may deduct up to $7.50, maximum) to recover policy
maintenance, accounting, record keeping and other administrative expenses.

     For flexible premium contracts, the Company currently deducts a monthly
administrative charge of $25 during the first policy year and $5 per month
thereafter (may deduct up to $7.50, maximum) to recover policy maintenance,
accounting, record keeping and other administrative expenses. Additionally, the
Company deducts an increase charge of $2.04 per year per $1,000 applied to any
increase in the specified amount during the first 12 months after the increase
becomes effective.

The above charges are assessed against each contract by liquidating units.

  (d) Surrenders

     Policy surrenders result in a redemption of the contract value from the
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, 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.

  (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 single premium 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.


<PAGE>   8
     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 for each series, as applicable, in the following format:

          - Beginning unit value - Jan. 1

          - Reinvested dividends and capital gains (This amount reflects the
            increase in the unit value due to dividend and capital gain
            distributions from the underlying mutual funds.)

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

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

          - Ending unit value - Dec. 31

          - Percentage increase (decrease) in unit value.
===============================================================================


<PAGE>   9
===============================================================================

                                                                     Schedule I

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

            SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                 FIDEQINC        FIDGRO          FIDHIINC       FIDOSEAS
                                                 --------        ------          --------       --------
1995

<S>                                             <C>             <C>             <C>             <C>         
Beginning unit value - Jan. 1                   $19.708533      22.566466       18.151674       16.131866   
- ------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            1.542607        .124738        1.314664         .123427   
- ------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            5.341041       7.828480        2.410020        1.428229   
- ------------------------------------------------------------------------------------------------------------
Asset charges                                     (.218210)      (.260417)       (.191076)       (.157350)  
- ------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                     $26.373971      30.259267       21.685282       17.526172   
- ------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*                                 34%             34%             19%             9%      
============================================================================================================

1994

Beginning unit value - Jan. 1                   $18.583057      22.785679       18.612185       16.009316   
- ------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            1.395798       1.371061        1.706032         .082663   
- ------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            (.087894)     (1.381165)      (1.991707)        .196908   
- ------------------------------------------------------------------------------------------------------------
Asset charges                                     (.182428)      (.209109)       (.174836)       (.157021)  
- ------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                     $19.708533      22.566466       18.151674       16.131866   
- ------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*                                  6%            (1)%            (2)%             1%      
============================================================================================================

1993

Beginning unit value - Jan. 1                   $15.870837      19.270345       15.591886       11.777024   
- ------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains             .463717        .428707        1.282532         .275295   
- ------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            2.415095       3.287237        1.901458        4.091447   
- ------------------------------------------------------------------------------------------------------------
Asset charges                                     (.166592)      (.200610)       (.163691)       (.134450)  
- ------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                     $18.583057      22.785679       18.612185       16.009316   
- ------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*                                 17%            18%              19%             36%     
============================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                FIDASMGR        NWGVTBD          NWMYMKT        NWTOTRET
                                                --------        -------          -------        --------
<S>                                             <C>             <C>             <C>             <C>      
1995

Beginning unit value - Jan. 1                   15.607540       16.457035       13.652006       17.312690
- ----------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .327932        1.167149         .768745        1.720678
- ----------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                           2.304058        1.903991         .000000        3.293404
- ----------------------------------------------------------------------------------------------------------
Asset charges                                    (.157652)       (.170536)       (.133297)       (.188119)
- ----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                     18.081878       19.357639       14.287454       22.138653
- ----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*                                 16%            18%              5%             28%
==========================================================================================================

1994

Beginning unit value - Jan. 1                   16.778042       17.168348       13.267517       17.291720
- ----------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .815806        1.079469         .512535         .875020
- ----------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                          (1.832732)      (1.633239)        .000000        (.688478)
- ----------------------------------------------------------------------------------------------------------
Asset charges                                    (.153576)       (.157543)       (.128046)       (.165572)
- ----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                     15.607540       16.457035       13.652006       17.312690
- ----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*                                (7)%            (4)%             3%              0%
==========================================================================================================

1993

Beginning unit value - Jan. 1                   13.992516       15.826033       13.035884       15.738275
- ----------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .649736        1.013212         .357335         .643850
- ----------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                           2.280467         .488744         .000000        1.067081
- ----------------------------------------------------------------------------------------------------------
Asset charges                                    (.144677)       (.159641)       (.125702)       (.157486)
- ----------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                     16.778042       17.168348       13.267517       17.291720
- ----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*                                 20%             8%              2%              10%
==========================================================================================================
</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-2

             SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                            NBGRO       NBLTDMAT     OPPGLSEC     STSPEC2      TCIGRO
                                         ----------    ---------    ---------    ---------    ---------
<S>                                      <C>           <C>          <C>          <C>          <C>
1995

Beginning unit value - Jan. 1            $17.608267    14.475203    11.358489    14.690448    19.544976
- -------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .623265      .804090      .298934      .761035      .022491
- -------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                     4.945641      .771696     (.045712)    3.013032     6.032555
- -------------------------------------------------------------------------------------------------------
Asset charges                              (.200792)    (.144318)    (.108348)    (.155428)    (.218614)
- -------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $22.976381    15.906671    11.503363    18.309087    25.381408
- -------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     unit value*(a)                          30%          10%           1%          25%          30%
=======================================================================================================

1994

Beginning unit value - Jan. 1            $18.709214    14.635617    12.162716    14.315226    19.964524
- -------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains     2.255334      .618309      .214436      .411358      .002137
- -------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                    (3.185612)    (.641424)    (.903773)     .103258     (.236035)
- -------------------------------------------------------------------------------------------------------
Asset charges                              (.170669)    (.137299)    (.114890)    (.139394)    (.185650)
- -------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $17.608267    14.475203    11.358489    14.690448    19.544976
- -------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                      (6)%          (1)%        (7)%           3%         (2)%
=======================================================================================================

1993

Beginning unit value - Jan. 1            $17.686598     13.856975       **           **       18.270571
- -------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .409995       .569917                               .049805
- -------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                      .782366       .345457                              1.825395
- -------------------------------------------------------------------------------------------------------
Asset charges                              (.169745)     (.136732)                             (.181247)
- -------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $18.709214     14.635617                             19.964524
- -------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                       6%            6%                                     9%
=======================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                          VEGOLDNR     VEWRLDBD    VKACRESEC
                                         ---------    ---------    ---------
<S>                                      <C>          <C>          <C>
1995

Beginning unit value - Jan. 1            11.677805    12.443161    10.000000
- ----------------------------------------------------------------------------
Reinvested dividends and capital gains     .115292     1.008475      .092106
- ----------------------------------------------------------------------------
Unrealized gain (loss)                    1.160549     1.138120      .740132
- ----------------------------------------------------------------------------
Asset charges                             (.114390)    (.131171)    (.047958)
- ----------------------------------------------------------------------------
Ending unit value - Dec. 31              12.839256    14.458585    10.784280
- ----------------------------------------------------------------------------
Percentage increase (decrease)
     unit value*(a)                         10%          16%         8%(b)
============================================================================

1994

Beginning unit value - Jan. 1            12.382561    12.729709       **
- ----------------------------------------------------------------------------
Reinvested dividends and capital gains     .062321      .051271
- ----------------------------------------------------------------------------
Unrealized gain (loss)                    (.652194)    (.220753)
- ----------------------------------------------------------------------------
Asset charges                             (.114883)    (.117066)
- ----------------------------------------------------------------------------
Ending unit value - Dec. 31              11.677805    12.443161
- ----------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                     (6)%         (2)%
============================================================================

1993

Beginning unit value - Jan. 1             7.583732        **          **
- ----------------------------------------------------------------------------
Reinvested dividends and capital gains     .035765
- ----------------------------------------------------------------------------
Unrealized gain (loss)                    4.857738
- ----------------------------------------------------------------------------
Asset charges                             (.094674)
- ----------------------------------------------------------------------------
Ending unit value - Dec. 31              12.382561
- ----------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                      63%
============================================================================
</TABLE>

*  An annualized rate of return cannot be determined as:

   (a) Asset charges do not include the policy charges discussed in note 2; and

   (b) This investment option was not utilized for the entire year indicated.

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


<PAGE>   11
===============================================================================
                                                          Schedule I, Continued

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>
<CAPTION>
                                          DRYSRGRO      DRYSTKLX      FIDEQINC      FIDGRO      FIDHIINC     FIDOSEAS     FIDASMGR
                                         ----------    -----------   ----------   ----------   ----------   ----------   ----------
<S>                                      <C>           <C>           <C>          <C>          <C>          <C>          <C>
1995

Beginning unit value - Jan. 1            $10.722275     10.088849    16.234159    15.715602    18.805616    11.700527    15.350115
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .392053        .36133     1.269479      .086841     1.361583      .089493      .322418
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                     3.289798      3.326196     4.390826     5.444880     2.491513     1.033414     2.260958
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges                              (.161906)     (.154595)    (.245506)    (.247716)    (.270417)    (.155890)    (.211783)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $14.242220     13.621789    21.648958    20.999607    22.388295    12.667544    17.721708
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                      33%           35%          33%          34%          19%           8%          15%
==================================================================================================================================

1994

Beginning unit value - Jan. 1            $10.702403     10.131165    15.360584    15.923752    19.350153    11.652241    16.559029
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .276372       .283260     1.152726      .957853     1.773098      .060146      .804872
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                     (.117327)     (.195255)    (.073161)    (.966373)   (2.069306)     .144272    (1.806726)
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges                              (.139173)     (.130321)    (.205990)    (.199630)    (.248329)    (.156132)    (.207060)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $10.722275     10.088849    16.234159    15.715602    18.805616    11.700527    15.350115
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                      0%            0%            6%          (1)%         (3)%          0%          (7)%
==================================================================================================================================

1993

Beginning unit value - Jan. 1                 **       $10.000000    13.165400    13.515048    16.267831     8.602313    13.859040
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains                   1.497818      .383884      .300564     1.337665      .201014      .643313
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                                  (1.334006)    2.000061     2.300317     1.977956     2.983042     2.252405
- ----------------------------------------------------------------------------------------------------------------------------------
Asset charges                                            (.032647)    (.188761)    (.192177)    (.233299)    (.134128)    (.195729)
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                            $10.131165    15.360584    15.923752    19.350153    11.652241    16.559029
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                                   1%(b)         17%          18%          19%          35%          19%
==================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                          FIDCONTP     NWCAPAPP     NWGVTBD
                                         ---------    ---------    ---------
<S>                                      <C>          <C>          <C>
1995

Beginning unit value - Jan. 1            10.000000    11.312336    13.739287
- ----------------------------------------------------------------------------
Reinvested dividends and capital gains     .142783      .642275      .972265
- ----------------------------------------------------------------------------
Unrealized gain (loss)                     .998389     2.653961     1.587542
- ----------------------------------------------------------------------------
Asset charges                             (.069207)    (.163900)    (.194482)
- ----------------------------------------------------------------------------
Ending unit value - Dec. 31              11.071965    14.444672    16.104612
- ----------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                    11%(b)        28%          17%
============================================================================

1994

Beginning unit value - Jan. 1                **       11.563943    14.383265
- ----------------------------------------------------------------------------
Reinvested dividends and capital gains                  .182742      .902346
- ----------------------------------------------------------------------------
Unrealized gain (loss)                                 (.286826)   (1.366016)
- ----------------------------------------------------------------------------
Asset charges                                          (.147523)    (.180308)
- ----------------------------------------------------------------------------
Ending unit value - Dec. 31                           11.312336    13.739287
- ----------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                                  (2)%        (4)%
============================================================================

1993

Beginning unit value - Jan. 1                 **      10.688742    13.305926
- ----------------------------------------------------------------------------
Reinvested dividends and capital gains                  .260088      .849957
- ----------------------------------------------------------------------------
Unrealized gain (loss)                                  .755302      .410720
- ----------------------------------------------------------------------------
Asset charges                                          (.140189)    (.183338)
- ----------------------------------------------------------------------------
Ending unit value - Dec. 31                           11.563943    14.383265
- ----------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                                   8%           8%
============================================================================
</TABLE>


 *   An annualized rate of return cannot be determined as:

         (a) Asset charges do not include the policy charges discussed in note
             2; and

         (b) This investment option was not utilized for the entire year
             indicated.

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


<PAGE>   12
===============================================================================
                                                          Schedule I, Continued

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                           NWMYMKT      NWSMCOFD     NWTOTRET      NBGRO       NBLTDMAT     NBPART       OPPBDFD
                                         -----------   ----------   ----------   ----------   ----------  -----------   ----------
<S>                                      <C>           <C>          <C>          <C>          <C>         <C>           <C>
1995

Beginning unit value - Jan. 1            $11.534440    10.000000    15.031721    12.508337    12.496729    10.018146    13.903136
- ---------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .648458      .017459     1.489410      .442496      .693794      .081860      .956955
- ---------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                      .000000     1.418328     2.856936     3.508824      .664378     3.550382     1.391543
- ---------------------------------------------------------------------------------------------------------------------------------
Asset charges                              (.154112)    (.025476)    (.223128)    (.194823)    (.170179)    (.154515)    (.194909)
- ---------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $12.028786    11.410311    19.154939    16.264834    13.684722    13.495873    16.056725
- ---------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                       4%         14%(b)        27%          30%           10%         35%          15%
=================================================================================================================================

1994

Beginning unit value - Jan. 1            $11.249231       **        15.066007    13.336899    12.679406    10.000000    14.362878
- ---------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .433762                   .760244     1.607088      .535454      .000000      .809172
- ---------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                      .000000                  (.597472)   (2.269450)    (.555628)     .072562    (1.086058)
- ---------------------------------------------------------------------------------------------------------------------------------
Asset charges                              (.148553)                 (.197058)    (.166200)    (.162503)    (.054416)    (.182856)
- ---------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $11.534440                 15.031721    12.508337    12.496729    10.018146    13.903136
- ---------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                       3%                        0%         (6)%         (1)%         0%(b)        (3)%
=================================================================================================================================

1993

Beginning unit value - Jan. 1            $11.092030       **        13.761364    12.652864    12.047601       **        12.872824
- ---------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains      .303567                   .561430      .293188      .495297                   .894915
- ---------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                      .000000                   .931322      .556715      .298894                   .774891
- ---------------------------------------------------------------------------------------------------------------------------------
Asset charges                              (.146366)                 (.188109)    (.165868)    (.162386)                 (.179752)
- ---------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31              $11.249231                 15.066007    13.336899    12.679406                 14.362878
- ---------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                       1%                        9%           5%           5%                       12%
=================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                             OPPGLSEC     OPPMULT      STDISC2
                                            ----------   ----------   ----------
<S>                                         <C>          <C>          <C>
1995

Beginning unit value - Jan. 1               11.309050    13.693997    12.144445
- -------------------------------------------------------------------------------
Reinvested dividends and capital gains        .297396     1.103154      .211667
- -------------------------------------------------------------------------------
Unrealized gain (loss)                       (.045694)    1.805769     4.042004
- -------------------------------------------------------------------------------
Asset charges                                (.147373)    (.197994)    (.183220)
- -------------------------------------------------------------------------------
Ending unit value - Dec. 31                 11.413379    16.404926    16.214896
- -------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                         1%          20%          34%
===============================================================================

1994

Beginning unit value - Jan. 1               12.152136    14.148115    13.003547
- -------------------------------------------------------------------------------
Reinvested dividends and capital gains        .214078      .720350      .971167
- -------------------------------------------------------------------------------
Unrealized gain (loss)                       (.900362)    (.993926)   (1.670283)
- -------------------------------------------------------------------------------
Asset charges                                (.156802)    (.180542)    (.159986)
- -------------------------------------------------------------------------------
Ending unit value - Dec. 31                 11.309050    13.693997    12.144445
- -------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                       (7)%         (3)%         (7)%
===============================================================================

1993

Beginning unit value - Jan. 1               10.000000    12.362293    10.796269
- -------------------------------------------------------------------------------
Reinvested dividends and capital gains        .000000      .546245      .809234
- -------------------------------------------------------------------------------
Unrealized gain (loss)                       2.187580     1.411883     1.546688
- -------------------------------------------------------------------------------
Asset charges                                (.035444)    (.172306)    (.148644)
- -------------------------------------------------------------------------------
Ending unit value - Dec. 31                 12.152136    14.148115    13.003547
- -------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                       22%(b)        14%         20%
===============================================================================
</TABLE>


 *   An annualized rate of return cannot be determined as:

     (a) Asset charges do not include the policy charges discussed in note 2;
         and

     (b) This investment option was not utilized for the entire year indicated.

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


<PAGE>   13
                                                          Schedule I, Continued

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                         STINTSTK2     STSPEC2      TCIBAL        TCIGRO       TCIINT     VEGOLDNR      VEWRLDBD
                                        -----------   ---------   ----------    ----------   ----------   ----------   ---------
<S>                                     <C>           <C>         <C>           <C>          <C>          <C>          <C>
1995

Beginning unit value - Jan. 1           $10.000000    14.552799    10.801955    13.226279     9.392654    12.988341    12.237880
- --------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains     .041085      .753037      .305779      .015219      .000000      .127947      .990055
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                     .209467     2.978850     1.961461     4.076606     1.136602     1.287916     1.118852
- --------------------------------------------------------------------------------------------------------------------------------
Asset charges                             (.023920)    (.210319)    (.154309)    (.202064)    (.125453)    (.173816)    (.176236)
- --------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31             $10.226632    18.074367    12.914886    17.116040    10.403803    14.230388    14.170551
- --------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                     2%(b)         24%          20%          29%          11%          10%          16%
================================================================================================================================

1994

Beginning unit value - Jan. 1               **       $14.230663    10.876445    13.557427    10.000000    13.820369    12.563474
- --------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains                  .407898      .260556      .001450      .000000      .069418      .050533
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                                  .103521     (.194370)    (.160376)    (.554327)    (.726294)    (.218292)
- --------------------------------------------------------------------------------------------------------------------------------
Asset charges                                          (.189283)    (.140676)    (.172222)    (.053019)    (.175152)    (.157835)
- --------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                          $14.552799    10.801955    13.226279     9.392654    12.988341    12.237880
- --------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                                    2%         (1)%         (2)%         (6)%(b)      (6)%         (3)%
================================================================================================================================

1993

Beginning unit value - Jan. 1               **       $11.518529    10.232336    12.451309        **        8.494453    11.809827
- --------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains                  .057229      .193813      .033826                   .039957      .949184
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                                 2.823424      .587650     1.241015                  5.430795     (.037350)
- --------------------------------------------------------------------------------------------------------------------------------
Asset charges                                          (.168519)    (.137354)    (.168723)                 (.144836)    (.158187)
- --------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                          $14.230663    10.876445     13.557427                13.820369    12.563474
- --------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                                   24%           6%            9%                      63%           6%
================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                           VKACRESEC     WPINTEQ      WPSMCOGR
                                           ----------   ----------   ----------
<S>                                        <C>          <C>          <C>
1995

Beginning unit value - Jan. 1              10.000000    10.000000    10.000000
- ------------------------------------------------------------------------------
Reinvested dividends and capital gains       .091962      .077347      .000000
- ------------------------------------------------------------------------------
Unrealized gain (loss)                       .739397      .650501     2.501606
- ------------------------------------------------------------------------------
Asset charges                               (.065562)    (.066346)    (.071020)
- ------------------------------------------------------------------------------
Ending unit value - Dec. 31                10.765797    10.661502    12.430586
- ------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)                       8%(b)         7%(b)       24%(b)
==============================================================================

1994

Beginning unit value - Jan. 1                 **            **          **
- ------------------------------------------------------------------------------
Reinvested dividends and capital gains
- ------------------------------------------------------------------------------
Unrealized gain (loss)
- ------------------------------------------------------------------------------
Asset charges           
- ------------------------------------------------------------------------------
Ending unit value - Dec. 31
- ------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)
==============================================================================

1993

Beginning unit value - Jan. 1                 **            **          **
- ------------------------------------------------------------------------------
Reinvested dividends and capital gains
- ------------------------------------------------------------------------------
Unrealized gain (loss)
- ------------------------------------------------------------------------------
Asset charges
- ------------------------------------------------------------------------------
Ending unit value - Dec. 31
- ------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value*(a)
==============================================================================
</TABLE>

*   An annualized rate of return cannot be determined as:

     (a)  Asset charges do not include the policy charges discussed in note 2;
          and

     (b)  This investment option was not utilized for the entire year indicated.

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


<PAGE>   14
                                                           SCHEDULE I, CONTINUED

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

           MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>
<CAPTION>
                                               DrySRGro               DryStkIx         FidEqInc         FidGro         FidHiInc     
                                               --------               --------         --------         ------         --------     

<S>                                            <C>                     <C>             <C>             <C>             <C>          
1995
Beginning unit value - Jan. 1                  $10.788547              10.151919       16.576413       15.828463       17.428943    
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .396430                .364933        1.297971         .087506        1.262495    
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                           3.317353               3.354508        4.496038        5.494030        2.316172    
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.100521)              (.095978)       (.154677)       (.153940)       (.154617)   
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $14.401809              13.775382       22.215745       21.256059       20.852993    
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease) 
in unit value* (a)                                 33%                     36%             34%             34%             20%      
====================================================================================================================================

1994
Beginning unit value - Jan. 1                  $10.715005              10.143796       15.606442       15.958341       17.844401    
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .278073                .284601        1.172669         .960381        1.635883    
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                           (.118575)              (.195976)       (.073581)       (.966828)      (1.910067)   
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.085956)              (.080502)       (.129117)       (.123431)       (.141274)   
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $10.788547              10.151919       16.576413       15.828463       17.428943    
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                                                                                                      
in unit value* (a)                                 1%                      0%              6%             (1)%            (2)%      
====================================================================================================================================

1993
Beginning unit value - Jan. 1                  $10.000000              10.000000       13.308899       13.476298       14.926526    
- ------------------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .031142               1.499665         .389191         .299849        1.227974    
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            .703426              (1.335764)       2.026087        2.300419        1.821967    
- ------------------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.019563)              (.020105)       (.117735)       (.118225)       (.132066)   
- ------------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $10.715005              10.143796       15.606442       15.958341       17.844401    
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                                                                                                      
in unit value* (a)                                7%(b)                  1%(b)            17%             18%              20%      
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                               FidOSeas        FidAsMgr        FidContP        NWCapApp        NWGvtBd
                                               --------        --------        --------        --------        -------

<S>                                            <C>             <C>             <C>             <C>             <C>      
1995
Beginning unit value - Jan. 1                  12.540728       13.774855       10.000000       11.465403       12.720514
- ------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains           .095965         .289466         .143118         .653781         .903001
- ------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                          1.111417        2.035460         .998657        2.696528        1.472503
- ------------------------------------------------------------------------------------------------------------------------
Asset charges                                   (.103077)       (.117252)       (.042640)       (.102482)       (.111085)
- ------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    13.645033       15.982529       11.099135       14.713230       14.984933
- ------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease) 
in unit value* (a)                                 9%              16%            11%(b)           28%             18%
========================================================================================================================

1994
Beginning unit value - Jan. 1                  12.426854       14.785784           **          11.662121       13.250482
- ------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains           .064174         .719044                         .184927         .833925
- ------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                           .152413       (1.615920)                       (.289863)      (1.261429)
- ------------------------------------------------------------------------------------------------------------------------
Asset charges                                   (.102713)       (.114053)                       (.091782)       (.102464)
- ------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    12.540728       13.774855                       11.465403       12.720514
- ------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                                                       
in unit value* (a)                                 1%             (7)%                                (2)%            (4)%
========================================================================================================================

1993
Beginning unit value - Jan. 1                   9.128094       12.312732           **          10.725293       12.196370
- ------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains           .213405         .571816                         .261975         .781559
- ------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                          3.173177        2.008516                         .761628         .376228
- ------------------------------------------------------------------------------------------------------------------------
Asset charges                                   (.087822)       (.107280)                       (.086775)       (.103675)
- ------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    12.426854       14.785784                       11.662121       13.250482
- ------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                                                         
in unit value* (a)                                36%              20%                             9%              9%
========================================================================================================================
</TABLE>


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

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


<PAGE>   15
                                                           SCHEDULE I, CONTINUED

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

           MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>
<CAPTION>
                                                NWMyMkt        NWSmCoFd         NWTotRet         NBGro          NBLtdMat     
                                                -------        --------         --------         -----          --------     

1995

<S>                                            <C>             <C>             <C>             <C>             <C>           
Beginning unit value - Jan. 1                  $11.176411      10.000000       14.205723       12.214794       11.900389     
- -----------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .629782        .017475        1.413734         .432461         .661221     
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            .000000       1.418968        2.703396        3.432609         .635177     
- -----------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.091898)      (.015684)       (.130091)       (.117382)       (.099976)    
- -----------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $11.714295      11.420759       18.192762       15.962482       13.096811     
- -----------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a)                                  5%           14%(b)           28%             31%              10%       
=============================================================================================================================


1994
Beginning unit value - Jan. 1                  $10.845265          **          14.167308       12.959107       12.014277     
- -----------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .419275                         .717782        1.562441         .507651         
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            .000000                        (.565055)      (2.207122)       (.526553)        
- -----------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.088129)                       (.114312)       (.099632)       (.094986)       
- -----------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $11.176411                       14.205723       12.214794       11.900389         
- -----------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a)                                  3%                              0%            (6)%            (1)%              
=============================================================================================================================


1993
Beginning unit value - Jan. 1                  $10.639809          **          12.875439       12.232618       11.358230     
- -----------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .291848                        .527331         .283612         .467224     
- -----------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            .000000                        .873117         .541815         .283278     
- -----------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.086392)                      (.108579)       (.098938)       (.094455)    
- -----------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $10.845265                      14.167308       12.959107       12.014277     
- -----------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                                                                                               
in unit value* (a)                                  2%                             10%             6%              6%        
=============================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                 NBPart          OppBdFd        OppGlSec        OppMult          StDisc2
                                                 ------          -------        --------        -------          -------

1995

<S>                                            <C>              <C>             <C>             <C>             <C>
Beginning unit value - Jan. 1                  $10.038887       13.065574       11.379737       13.372968       12.307607
- -------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .082096         .902009         .299595        1.079776         .215562
- -------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                           3.565899        1.310232        (.045711)       1.766931        4.106245
- -------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.095536)       (.113002)       (.091487)       (.119298)       (.114564)
- -------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $13.591346       15.164813       11.542134       16.100377       16.514850
- -------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a)                                  35%            16%              1%              20%             34%
=========================================================================================================================


1994
Beginning unit value - Jan. 1                  $10.000000       13.430475       12.167250       13.747705       13.112678
- -------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains            .000000         .759284         .214589         .702216         .983647
- -------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                            .072401       (1.018698)       (.905246)       (.968729)      (1.689193)
- -------------------------------------------------------------------------------------------------------------------------
Asset charges                                    (.033514)       (.105487)       (.096856)       (.108224)       (.099525)
- -------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                    $10.038887       13.065574       11.379737       13.372968       12.307607
- -------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (a)                                  0%             (3)%            (6)%            (3)%            (6)%
=========================================================================================================================


1993
Beginning unit value - Jan. 1                       **         $11.976650       10.000000       11.952042       10.832134
- -------------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains                            .835328         .000000         .529802         .814568 
- -------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                                            .721678        2.189077        1.368631        1.557980
- -------------------------------------------------------------------------------------------------------------------------
Asset charges                                                    (.103181)       (.021827)       (.102770)       (.092004)
- -------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                                    $13.430475       12.167250       13.747705       13.112678
- -------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                                
in unit value* (a)                                                  12%            22%(b)          15%              21%
=========================================================================================================================
</TABLE>


*    An annualized rate of return cannot be determined as:

  (a)  Asset charges do not include the policy charges discussed in note 2; and

  (b)  This investment option was not utilized for the entire year indicated.

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


<PAGE>   16
                                                           SCHEDULE I, CONTINUED

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

           MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                      SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>
<CAPTION>
                                              StIntStk2       StSpec2         TCIBal          TCIGro           TCIInt  
                                              ---------       -------         -------         ------           ------  

<S>                                          <C>             <C>             <C>             <C>              <C>      
1995
Beginning unit value - Jan. 1                $10.000000      14.748256       10.948128       12.417011        9.412116 
- -----------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains          .041121        .764407         .310910         .014289         .000000 
- -----------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                          .209625       3.027469        1.992508        3.834812        1.142911 
- -----------------------------------------------------------------------------------------------------------------------
Asset charges                                  (.014725)      (.131505)       (.096497)       (.117051)       (.077555)
- -----------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                  $10.236021      18.408627       13.155049       16.149061       10.477472 
- -----------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease) 
in unit value* (a)                               2%(b)           25%             20%             30%             11%   
=======================================================================================================================


1994
Beginning unit value - Jan. 1                    **         $14.350073       10.968814       12.664593       10.000000 
- -----------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains                         .412806         .263602         .001356         .000000 
- -----------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                                         .103139        (.196764)       (.149703)       (.555221)
- -----------------------------------------------------------------------------------------------------------------------
Asset charges                                                 (.117762)       (.087524)       (.099235)       (.032663)
- -----------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                                 $14.748256       10.948128       12.417011        9.412116 
- -----------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)                       
in unit value* (a)                                               3%              0%             (2)%           (6)%(b)  
=======================================================================================================================

                                                     
1993                                          
Beginning unit value - Jan. 1                    **         $11.556788       10.267347       11.572833           **    
- -----------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains                         .057587         .195102         .031592                 
- -----------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                                        2.840017         .591395        1.156915                 
- -----------------------------------------------------------------------------------------------------------------------
Asset charges                                                 (.104319)       (.085030)       (.096747)                
- -----------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                                 $14.350073       10.968814       12.664593                 
- -----------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease) 
in unit value* (a)                                              24%              7%              9%                    
=======================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                               VEGoldNR        VEWrldBd        VKACRESec       WPIntEq        WPSmCoGr
                                               --------        --------        ---------       -------        --------

<S>                                           <C>             <C>             <C>             <C>             <C>      
1995
Beginning unit value - Jan. 1                 14.178501       11.388987       10.000000       10.000000       10.000000
- -----------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains          .140115         .923751         .092168         .077521         .000000
- -----------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                         1.410450        1.041904         .740443         .651025        2.504833
- -----------------------------------------------------------------------------------------------------------------------
Asset charges                                  (.117064)       (.101185)       (.040399)       (.040874)       (.043759)
- -----------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                   15.612002       13.253457       10.792212       10.687672       12.461074
- -----------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease) 
in unit value* (a)                                10%            16%             8%(b)           7%(b)          25%(b)
=======================================================================================================================


1994
Beginning unit value - Jan. 1                 15.011706       11.633841           **               **             **
- -----------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains          .075618         .046884
- -----------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                         (.791458)       (.201583)
- -----------------------------------------------------------------------------------------------------------------------
Asset charges                                  (.117365)       (.090155)
- -----------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                   14.178501       11.388987
- -----------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)              
in unit value* (a)                                (6)%           (2)%
=======================================================================================================================

                                            
1993                                        
Beginning unit value - Jan. 1                  9.180337       10.880964           **               **             **
- -----------------------------------------------------------------------------------------------------------------------
Reinvested dividends and capital gains          .043340         .876895
- -----------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss)                         5.884613        (.034094)
- -----------------------------------------------------------------------------------------------------------------------
Asset charges                                  (.096584)       (.089924)
- -----------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31                   15.011706       11.633841
- -----------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease) 
in unit value* (a)                                64%             7%
=======================================================================================================================
</TABLE>


*    An annualized rate of return cannot be determined as:

  (a)  Asset charges do not include the policy charges discussed in note 2; and

  (b)  This investment option was not utilized for the entire year indicated.

**   This investment option was not available.


See note 6.
- --------------------------------------------------------------------------------




<PAGE>   47

<PAGE>   1


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


The Board of Directors
Nationwide Life Insurance Company:

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

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

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

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

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

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


                                                   KPMG Peat Marwick LLP


Columbus, Ohio
February 26, 1996



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

                          Consolidated Balance Sheets
                           December 31, 1995 and 1994

                                (000's omitted)

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

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

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

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

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

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


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

<PAGE>   3

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

                       Consolidated Statements of Income

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

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

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

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

Federal income tax expense (note 7):

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

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

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

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


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


<PAGE>   4

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

                Consolidated Statements of Shareholder's Equity

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

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

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

1994:

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

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


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

<PAGE>   5

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

                     Consolidated Statements of Cash Flows

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

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

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

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

Cash flows from investing activities:

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

Cash flows from financing activities:

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

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

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


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


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

                       December 31, 1995, 1994 and 1993

                               (000's omitted)


(1)   ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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



<PAGE>   7

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

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

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

(a) CONSOLIDATION POLICY

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

(b) VALUATION OF INVESTMENTS AND RELATED GAINS AND LOSSES

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

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

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

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

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


<PAGE>   8

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

(c) REVENUES AND BENEFITS

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

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

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

(d) DEFERRED POLICY ACQUISITION COSTS

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

(e) SEPARATE ACCOUNTS

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

(f) FUTURE POLICY BENEFITS

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

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


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

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

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

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

(h) FEDERAL INCOME TAX

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

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

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

(i) REINSURANCE CEDED

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

(j) CASH EQUIVALENTS

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


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

         (k) RECLASSIFICATION

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

(3)      CHANGES IN ACCOUNTING PRINCIPLES

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

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

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

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

(4)      BASIS OF PRESENTATION

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

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


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

             Notes to Consolidated Financial Statements, Continued

(5)      INVESTMENTS

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


(6) FUTURE POLICY BENEFITS AND CLAIMS

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

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

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

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


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

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



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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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


(7) FEDERAL INCOME TAX

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

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


 

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

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

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

</TABLE>


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

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

(8)  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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



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

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

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

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

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

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


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

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

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

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

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

<PAGE>   18

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

             Notes to Consolidated Financial Statements, Continued

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

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

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


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

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

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

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


<PAGE>   19

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

             Notes to Consolidated Financial Statements, Continued

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

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


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


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

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

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


<PAGE>   20

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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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

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

<TABLE>
<CAPTION>

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

<PAGE>   21

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

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

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


<PAGE>   22

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

             Notes to Consolidated Financial Statements, Continued

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

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

             Notes to Consolidated Financial Statements, Continued

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

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

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


<PAGE>   24

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

             Notes to Consolidated Financial Statements, Continued

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

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

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

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

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

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

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

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

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

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

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

             Notes to Consolidated Financial Statements, Continued

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

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

</TABLE>


<PAGE>   48
                          PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

This 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>
<S>                                                     <C>
1.   Power of Attorney dated April 4, 1996              Attached hereto.
                                                        
2.   Resolution of the Depositor's Board of Directors   Included with the Registration
     authorizing the establishment of the Registrant,   Statement on Form N-8B-2 for
     adopted                                            the Nationwide VLI Separate
                                                        Account-2, and hereby
                                                        incorporated herein by
                                                        reference.  

3.   Distribution Contracts                             Attached hereto.

4.   Form of Security

5.   Articles of Incorporation of Depositor             Included with the Registration
                                                        Statement on Form N-8B-2 for
                                                        the Nationwide VLI Separate
                                                        Account-2, and hereby
                                                        incorporated herein by
                                                        reference.

6.   Application form of Security                       Attached hereto.

7.   Opinion of Counsel                                 Attached hereto.
</TABLE>
<PAGE>   49
REPRESENTATIONS AND UNDERTAKINGS

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

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

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

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

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

(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and reports
as may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.
<PAGE>   50
                              ACCOUNTANTS' CONSENT

The Board of Directors of Nationwide Life Insurance Company and 
Contract Owners of Nationwide VLI Separate Account-2:

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 23, 1996
    
<PAGE>   51
                                   SIGNATURES

   
       As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account-2, has caused this Pre-Effective Amendment No. 3 to be signed
on its behalf in the City of Columbus, and State of Ohio, on this 23rd day of
April, 1996.
    

                                               NATIONWIDE VLI SEPARATE ACCOUNT-2
                                               ---------------------------------
                                                          (Registrant)

                                               NATIONWIDE LIFE INSURANCE COMPANY
                                               ---------------------------------
                                                             (Sponsor)

(Seal)
Attest:

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

   
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 23rd day of April, 1996.
    

<TABLE>
<CAPTION>
        SIGNATURE                                  TITLE
<S>                             <C>                                                     <C>
LEWIS J. ALPHIN                                   Director
- -----------------------------
Lewis J. Alphin

KEITH W. ECKEL                                    Director
- -----------------------------

Keith W. Eckel

WILLARD J. ENGEL                                  Director
- -----------------------------

Willard J. Engel

FRED C. FINNEY                                    Director
- -----------------------------

Fred C. Finney

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

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

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

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

DAVID O. MILLER                                   Director
- -----------------------------

David O. Miller

C. RAY NOECKER                                    Director
- -----------------------------

C. Ray Noecker

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

JAMES F. PATTERSON                                Director                              By:         JOSEPH P. RATH
- -----------------------------                                                              --------------------------------
James F. Patterson                                                                         Joseph P. Rath, Attorney-in-Fact

ARDEN L. SHISLER                                  Director
- -----------------------------
Arden L. Shisler

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

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

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

<PAGE>   1
                              POWER OF ATTORNEY


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

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

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



<PAGE>   1

                                                                      EXHIBIT 3


[NATIONWIDE INSURANCE LOGO]                NATIONWIDE LIFE INSURANCE COMPANY
                                           Home Office:    One Nationwide Plaza
                                           Columbus, Ohio   43215


PLEASE READ YOUR POLICY CAREFULLY

This Policy is a legal contract between you and us.

INSURING AGREEMENT:

We agree to pay the Death Proceeds to the Beneficiary upon receiving proof that
the Insured has died while this Policy is in force and before the Maturity
Date. We agree to pay the Maturity Proceeds to you if the Insured is living on
the Maturity Date.

You, the Owner, and we, the Company, are bound by the conditions and provisions
of this Policy.

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

THE CASH SURRENDER VALUE OF THIS POLICY WILL VARY FROM DAY TO DAY. IT MAY
INCREASE OR DECREASE DEPENDING ON THE INVESTMENT EXPERIENCE OF THE POLICY.
REFER TO THE NONFORFEITURE PROVISIONS ON PAGE 11 FOR DETAILS. THERE IS NO
GUARANTEED CASH SURRENDER VALUE.

THE AMOUNT OR DURATION OF THE DEATH BENEFIT WILL BE VARIABLE AND DEPEND ON THE
INVESTMENT EXPERIENCE OF THE POLICY. THE DEATH BENEFIT WILL NEVER BE LESS THAN
THE SPECIFIED AMOUNT AS LONG AS YOUR POLICY IS IN FORCE. REFER TO THE DEATH
BENEFIT PROVISIONS ON PAGE 9 FOR DETAILS.

- --------------------------------------------------------------------------------
RIGHT TO EXAMINE POLICY

You may return this Policy to us within (1) 10 days after you receive it, or
(2) 45 days after you sign the application, or (3) 10 days after we mail or
deliver the Notice of Withdrawal Right, whichever is latest. The Policy, with a
written request for cancellation, must be mailed or delivered to our Home
Office or to the agent who sold it to you. The returned Policy will be treated
as if we never issued it and, we will refund any premium paid.  
- --------------------------------------------------------------------------------

If you have any questions about your Policy, contact your agent or write to our
Home Office. 

Signed at our Home Office on the Policy Date.


                     Secretary                               President


             MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          Limited premium flexibility
      Death Proceeds payable at Insured's death prior to the Maturity Date
                 Maturity Proceeds payable on the Maturity Date
                           Not eligible for dividends
                  Investment experience reflected in benefits
<PAGE>   2
Form VLO-430

                                POLICY DATA PAGE

    THIS POLICY IS ADJUSTABLE. IF IT IS ADJUSTED, NEW POLICY DATA PAGES WILL
                                   BE ISSUED.

PREMIUM INFORMATION:

        Initial Premium                 $ 10,000.00
        Scheduled Premium               $ 10,000.00

COVERAGE INFORMATION:

        Initial Specified Amount        $60,820.92
        Maturity Date                   January 1, 2061

                              SCHEDULE OF BENEFITS

<TABLE>
<CAPTION>
FORM                                                                           COVERAGE
NUMBER          BENEFIT                                   AMOUNT         STARTS        STOPS*
- ------          -------                                   ------         ------        -----
<S>             <C>                                     <C>             <C>           <C>
VLO-430         Modified Single Premium Variable Life   
                Initial Specified Amount                $60,820.92      1/1/1996      1/1/2061
                        Rate Class:          Standard
                        Rate Class Multiple:     1.00
</TABLE>

- ----------
* Coverage may expire prior to the dates shown if the Initial Premium plus any 
  additional premiums paid are insufficient to continue coverage to such dates.
  Please see "Continuation of Insurance Provision".


ISSUE INFORMATION:

        INSURED                JOHN DOE      INSURED'S
        OWNER                  JOHN DOE        ISSUE AGE             35
        POLICY NUMBER        N000000000        SEX                 MALE
        POLICY DATE     JANUARY 1, 1996        RATE CLASS      STANDARD


                                     PAGE 3
<PAGE>   3
INSURED           JOHN DOE
POLICY NUMBER   N000000000

                                POLICY DATA PAGE

                     LIST OF VARIABLE SUBACCOUNTS AND FUNDS

<TABLE>
<CAPTION>

SUBACCOUNT                      FUND
- ----------                      ----
<S>                             <C>
NATIONWIDE MONEY MARKET         NATIONWIDE SAT MONEY MARKET FUND
NATIONWIDE GOVT BOND            NATIONWIDE SAT GOVERNMENT BOND FUND
NATIONWIDE TOTAL RETURN         NATIONWIDE SAT TOTAL RETURN FUND
FIDELITY VIP HIGH INC           FIDELITY VIP HIGH INCOME PORTFOLIO
FIDELITY VIP EQUITY             FIDELITY VIP EQUITY-INCOME PORTFOLIO
FIDELITY VIP OVERSEAS           FIDELITY VIP OVERSEAS PORTFOLIO
FIDELITY VIP GROWTH             FIDELITY VIP GROWTH PORTFOLIO
TWENTIETH CENT GROWTH           20TH CENTURY TCI GROWTH PORTFOLIO
NEUB/BER AMT GROWTH             NEUBERGER-BERMAN AMT GROWTH PORTFOLIO
NEUB/BER AMT LTD MAT BD FD      NEUBERGER-BERMAN AMT LTD BD PORTFOLIO
FIDELITY ASSET MANAGER          FIDELITY VIP-2 ASSET MANAGER PORTFOLIO
OPPENHEIMER VA BOND             OPPENHEIMER VAF BOND FUND
OPPENHEIMER VA MULTI STRAT      OPPENHEIMER VAF MULTIPLE STRATEGIES FUND
VAN ECK IT GOLD/NAT RES         VAN ECK IT GOLD & NATURAL RESOURCES FUND
VAN ECK IT WORLDWIDE BOND       VAN ECK IT WORLDWIDE BOND FUND
NATIONWIDE CAP APP              NATIONWIDE SAT CAPITAL APPRECIATION FUND
STRONG SPECIAL FUND II          STRONG SPECIAL FUND II
STRONG DISCOVERY FUND II        STRONG DISCOVERY FUND II
TWENTIETH CENT BALANCED         20TH CENTURY TCI BALANCED PORTFOLIO
OPPEN GLOBAL SECURITIES         OPPENHEIMER VAF GLOBAL SECURITIES FUND
DREYFUS STOCK INDEX             DREYFUS STOCK INDEX FUND
DREYFUS SOC RES GROWTH          DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND
TWENTIETH CENT INTL             20TH CENTURY TCI INTERNATIONAL PORTFOLIO
NEUB/BER AMT PART               NEWUBERGER-BERMAN AMT PARTNERS PORTFOLIO
AM CAP REAL EST SEC FUND        AM CAP REAL ESTATE SECURITIES FUND
FID VIP2 CNTRAFND PORT          FIDELITY VIP-2 CONTRAFUND PORTFOLIO
WARBURG PINCUS TRST INT EQ      WARBURG PINCUS TRUST INT EQTY PORTFOLIO
WARBURG PINCUS TRST SML CO      WARBURG PINCUS TRUST SMALL CO PORTFOLIO
NATIONWIDE SMALL CO FUND        NATIONWIDE SAT SMALL COMPANY FUND
STRONG INT'L STOCK FUND II      STRONG INTERNATIONAL STOCK FUND II

</TABLE>
                               PAGE 3 (CONTINUED)
<PAGE>   4
INSURED           JOHN DOE
POLICY NUMBER   N000000000

                   INVESTMENT ALLOCATION OF NET PREMIUMS PAID

<TABLE>
<CAPTION>
                                   FUND ALLOCATION FACTORS

                                ON THE INITIAL          OWNER'S
                                INVESTMENT              INITIAL
                                DATE                    ALLOCATION
                                --------------          ----------
<S>                                 <C>                   <C>
FIXED FUND                           25%                   25%
NATIONWIDE MONEY MARKET              75%                   75%
NATIONWIDE GOVT BOND                  0%                    0%
NATIONWIDE TOTAL RETURN               0%                    0%
FIDELITY VIP HIGH INC                 0%                    0%
FIDELITY VIP EQUITY                   0%                    0%
FIDELITY VIP OVERSEAS                 0%                    0%
FIDELITY VIP GROWTH                   0%                    0%
TWENTIETH CENT GROWTH                 0%                    0%
NEUB/BER AMT GROWTH                   0%                    0%
NEUB/BER AMT LTD MAT BD FD            0%                    0%
FIDELITY ASSET MANAGER                0%                    0%
OPPENHEIMER VA BOND                   0%                    0%
OPPENHEIMER VA MULTI STRAT            0%                    0%
VAN ECK IT GOLD/NAT RES               0%                    0%
VAN ECK IT WORLDWIDE BOND             0%                    0%
NATIONWIDE CAP APP                    0%                    0%
STRONG SPECIAL FUND II                0%                    0%
STRONG DISCOVERY FUND II              0%                    0%
TWENTIETH CENT BALANCED               0%                    0%
OPPEN GLOBAL SECURITIES               0%                    0%
DREYFUS STOCK INDEX                   0%                    0%
DREYFUS SOC RES GROWTH                0%                    0%
TWENTIETH CENT INTL                   0%                    0%
NEUB/BER AMT PART                     0%                    0%
AM CAP REAL EST SEC FUND              0%                    0%
FID VIP2 CNTRAFND PORT                0%                    0%
WARBURG PINCUS TRST INT EQ            0%                    0%
WARBURG PINCUS TRST SML CO            0%                    0%
NATIONWIDE SMALL CO FUND              0%                    0%
STRONG INT'L STOCK FUND II            0%                    0%

TOTAL                               100%                  100%

</TABLE>

                               PAGE 3 (CONTINUED)

<PAGE>   5
INSURED          JOHN DOE
POLICY NUMBER  N000000000

                                POLICY DATA PAGE


                             ADMINISTRATIVE CHARGE

      ANNUAL CHARGE OF 0.40% OF CASH VALUE, DEDUCTED MONTHLY, SUBJECT TO A
                           MINIMUM OF $10 PER MONTH.


                               TAX EXPENSE CHARGE

       ANNUAL CHARGE OF 0.40% OF CASH VALUE, DEDUCTED MONTHLY, IN POLICY
                                YEARS 1-10 ONLY.


                       MORTALITY AND EXPENSE RISK CHARGE

    ANNUAL CHARGE OF 0.90% OF CASH VALUE ALLOCATED TO THE VARIABLE ACCOUNT,
                               DEDUCTED MONTHLY.


                               SURRENDER CHARGES

<TABLE>
<CAPTION>

        POLICY          SURRENDER               POLICY          SURRENDER
         YEAR             CHARGE                 YEAR             CHARGE
        ------          ---------               ------          ---------
         <S>            <C>                      <C>             <C>
           1            $1,000.00                  6             $600.00
           2            $1,000.00                  7             $500.00
           3              $900.00                  8             $400.00
           4              $800.00                  9             $300.00
           5              $700.00                 10+            $  0.00
</TABLE>


                GUARANTEED INTEREST CREDITING RATES (PER ANNUM)

                                                        APPLIED:

FIXED ACCOUNT OPTION            3.00% ALL YEARS         TO FIXED ACCOUNT
                                                        POLICY VALUES

POLICY LOAN ACCOUNT             4.00% ALL YEARS         TO ANY
                                                        POLICY LOANS


                GUARANTEED POLICY LOAN INTEREST RATE (PER ANNUM)

MAXIMUM POLICY LOAN RATE        6.00% ALL YEARS         TO TOTAL POLICY
                                                        INDEBTEDNESS


                               PAGE 3 (CONTINUED)
<PAGE>   6
INSURED           JOHN DOE
POLICY NUMBER   N000000000

                                POLICY DATA PAGE

     TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1,000

<TABLE>
<CAPTION>

ATTAINED         RATE            ATTAINED        RATE            ATTAINED         RATE
  AGE                              AGE                             AGE
- --------         ----            --------        ----            --------         ----
<S>             <C>              <C>            <C>              <C>            <C>
    0           0.21943             35          0.18101             70           3.51465
    1           0.08587             36          0.19354             71           3.86703
    2           0.08254             37          0.20774             72           4.27231
    3           0.08087             38          0.22361             73           4.73295
    4           0.07753             39          0.24199             74           5.24008
    5           0.07336             40          0.26288             75           5.78471
    6           0.06919             41          0.28545             76           6.35945
    7           0.06502             42          0.30969             77           6.95767
    8           0.06252             43          0.33646             78           7.58525
    9           0.06169             44          0.36490             79           8.26195
   10           0.06252             45          0.39502             80           9.01186
   11           0.06753             46          0.42767             81           9.85816
   12           0.07670             47          0.46201             82          10.82233
   13           0.08921             48          0.49887             83          11.90240
   14           0.10339             49          0.53993             84          13.07745
   15           0.11841             50          0.58521             85          14.32473
   16           0.13260             51          0.63807             86          15.62627
   17           0.14345             52          0.69683             87          16.97619
   18           0.15179             53          0.76404             88          18.37543
   19           0.15680             54          0.83802             89          19.83434
   20           0.15847             55          0.91795             90          21.37882
   21           0.15847             56          1.00301             91          23.05177
   22           0.15680             57          1.09322             92          24.93709
   23           0.15346             58          1.18942             93          27.24423
   24           0.15012             59          1.29417             94          30.44527
   25           0.14595             60          1.41090             95          35.49222
   26           0.14345             61          1.54303             96          44.51508
   27           0.14261             62          1.69233             97          62.83141
   28           0.14178             63          1.85974             98          83.33333
   29           0.14345             64          2.04535             99          83.33333
   30           0.14595             65          2.24587             100         83.33333
   31           0.15012             66          2.46053
   32           0.15597             67          2.68857
   33           0.16265             68          2.93440
   34           0.17099             69          3.20679
</TABLE>

THE GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES SHOWN ABOVE ARE BASED ON 
THE COMMISSIONERS MALE 1980 STANDARD ORDINARY MORTALITY TABLE AGE LAST 
BIRTHDAY. ACTUAL MONTHLY COST OF INSURANCE RATES WILL BE DETERMINED BY US BASED 
ON OUR EXPECTATIONS AS TO FUTURE EXPERIENCES. HOWEVER, THE ACTUAL COST OF 
INSURANCE RATES WILL NOT BE GREATER THAN THOSE SHOWN ABOVE.


                              BASIS OF COMPUTATION

        MORTALITY TABLE:        COMMISSIONER'S 1980 MALE STANDARD ORDINARY
                                MORTALITY TABLE, AGE LAST BIRTHDAY

        INTEREST RATE:          3.00% ANNUAL EFFECTIVE RATE

                               PAGE 3 (CONTINUED)


<PAGE>   7


                                  DEFINITlONS

ATTAINED AGE:  Attained Age is the Issue Age plus the number of full years
since your Policy was issued.

ISSUE AGE:  Issue Age is the Insured's age on the last birthday on or before
the Policy Date. It is shown on the Policy Data Page.

BENEFICIARY:  The Beneficiary is the person to whom the Death Proceeds are paid
when the Insured dies.  The Beneficiary is named in the application, unless
changed.

CASH SURRENDER VALUE:  The Cash Surrender Value of your Policy on any date is
equal to (1), minus (2), minus (3), where:

         1.      is the Cash Value;
         2.      is any Indebtedness; and
         3.      is any Surrender Charge.

CASH VALUE:  Your Policy's Cash Value is the sum of the associated values in
any Variable Account, the Fixed Account, and the Policy Loan Account.  Refer to
the Nonforfeiture Provision for details.

COMPANY:  The Company is the Nationwide Life Insurance Company.  "We", "our",
and "us" refer to the Company.

CONTINGENT BENEFICIARY: The Contingent Beneficiary will become the Beneficiary
if the named Beneficiary dies prior to the date of the death of the Insured.
This Beneficiary is named in the application, unless changed.

CONTINGENT OWNER:  The Contingent Owner will become the Owner if the named
Owner dies prior to the date of the death of the Insured.  The Contingent Owner
is named in the application, unless changed.

DEATH PROCEEDS:  The Death Proceeds means the amount of money payable to the
Beneficiary if the Insured dies while your Policy is in force.  Refer to the
Death Benefit Provisions for details.

FIXED ACCOUNT:  A Fixed Account is an investment option funded by the General
Account of the Company.

FUND:  A Fund means the underlying mutual fund in which Subaccount assets are
invested.  There is a Fund that corresponds to each Subaccount in a Variable
Account. The Funds are listed on the Policy Data Page with the corresponding
Subaccounts.

GENERAL ACCOUNT:  The General Account consists of all of our assets other than
those held in any separate investment account.

HOME OFFICE:  The Home Office of the Company is at One Nationwide Plaza,
Columbus, Ohio.

INDEBTEDNESS:  Indebtedness is any amount you owe us resulting from a policy
loan; principal amount plus accrued interest.

INITIAL INVESTMENT DATE:  The Initial Investment Date is the later of the
Policy Date or the date we receive the initial minimum premium at our Home
Office.

INSURED:  The Insured is the person whose life is covered by this insurance
Policy and is named in the application.

                                       4
<PAGE>   8
INTEREST RATE GUARANTEED PERIOD:  The Interest Rate Guaranteed Period for each
transfer to the Fixed Account is that period of time for which the current
interest crediting rate is guaranteed by the Company.

MATURITY DATE:  The Maturity Date is the Policy Anniversary on or next
following the Insured's 100th birthday.

MATURITY PROCEEDS:  Maturity Proceeds means the amount of money payable to you
on the Maturity Date if your Policy is still in force.  The Maturity Proceeds
will be equal to the amount of the Cash Value, less any Indebtedness.

MONTHLY ANNIVERSARY DAY:  The Monthly Anniversary Day is the same day as the
Policy Date for each succeeding month.

OWNER:  The Owner has all rights under this Policy and is named in the
application unless later changed and endorsed on this Policy.  "You" or "your"
refer to the Owner of this Policy.

POLICY ANNIVERSARY:  The Policy Anniversary is the same day and month as the
Policy Date for each succeeding year.

POLICY DATE:  The Policy Date is the date the provisions of this Policy take
effect.  It is shown on the Policy Data Page.  Policy years and policy months
are measured from the Policy Date.

POLICY LOAN ACCOUNT:  The Policy Loan Account is that portion of the Cash Value
resulting from Policy Loans.

PROCEEDS:  The Proceeds means the amount payable on the Maturity Date, on the
surrender of this Policy prior to the Maturity Date or on the death of the
Insured.

SEC:  SEC means the Securities and Exchange Commission.

SPECIFIED AMOUNT:  Specified Amount is a dollar amount used to determine the
death benefit of your Policy.  It is shown on the Policy Data Page.

SUBACCOUNT:  A Subaccount is a part of a Variable Account. The assets in each
Subaccount are invested exclusively in a specified Fund.  The Subaccounts are
listed on the Policy Data Page.

SURRENDER CHARGE:  The Surrender Charge varies by policy year as shown on the
Policy Data Page. This charge will never exceed 10% of the initial premium
payment.

VARIABLE ACCOUNT:  One or more Variable Accounts are named on the Policy Data
Page.  Each is a separate investment account of the Company.

VALUATION DAY:  A Valuation Day is each day that the New York Stock Exchange is
open for trading except for customary holidays observed by us.

VALUATION PERIOD:  A Valuation Period is the interval of time between a
Valuation Day and the next Valuation Day.  It is measured from the closing of
the New York Stock Exchange.


                                       5
<PAGE>   9
                           GENERAL POLICY PROVISIONS

ENTIRE CONTRACT:  The entire contract consists of this Policy, any
endorsements, and the attached copy of any written application, including any
written supplemental applications.  No agent, registered representative, or
other person may change this Policy or waive any of its provisions.  Any
agreement to alter this Policy must be in writing, signed by our President or
Secretary and attached to or endorsed on your Policy.

APPLICATION: All statements made in an application are considered
representations and not warranties. In issuing this Policy, we have relied on
the statements made in any application to be true and complete.  No such
statement will be used to void the Policy or to deny a claim unless that
statement is a material misrepresentation.

INCONTESTABILITY:  We will not contest payment of the Death Proceeds based on
the initial Specified Amount after this 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, we
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.

SUICIDE:  If the Insured commits suicide, while sane or insane, within 2 years
from the Policy Date, we will not pay the Death Proceeds normally payable on
the Insured's death.  Instead, we will pay the Beneficiary an amount equal to
all premiums paid prior to the Insured's death, less any Indebtedness.

For any increase in Specified Amount requiring evidence of insurability, if the
Insured commits suicide, while sane or insane, within 2 years from the
effective date of any such increase, we will not pay the Death Proceeds
associated with such an increase.  Instead, our liability with respect to such
an increase will be limited to its cost.

ERROR IN AGE OR SEX:  If the age or sex of the Insured has been misstated, all
payments and benefits under the Policy will be those which the premium paid
would have purchased at the Insured's correct age and sex.

Where required, we have given the insurance regulator a detailed statement of
how we will make these adjustments.

PAYMENT OF PROCEEDS: Unless an optional mode of settlement is elected, the
Death Proceeds will be paid in one sum to the Beneficiary.  Unless an optional
mode of settlement is elected, any Proceeds payable on the Maturity Date or
upon surrender of this Policy will be paid in one sum to you.

POSTPONEMENT OF PAYMENTS:  We will pay any amount payable on surrender or
policy loan within seven days after we receive your written request.  We will
pay any Death Proceeds within seven days after we receive proof of death and
any other information we may reasonably require to pay the claim.

However, such payments may be postponed if:

     1.  the New York Stock Exchange is closed (except for customary holiday
         closings); or
     2.  the SEC requires trading be restricted or declares an emergency; or
     3.  The SEC lets us defer payments for the protection of our Policy
         Owners.

EFFECTIVE DATE OF COVERAGE:  The effective date of coverage of any person
insured under your Policy is as follows:

     1.  the Policy Date is the effective date for all coverage provided in the
         original application;
     2.  for any increase or addition to coverage, the effective date will be
         the Monthly Anniversary Day on or next following the date we approve 
         the supplemental application; and
     3.  for any insurance that has been reinstated, the effective date is the
         Monthly Anniversary Day on or next following the date we approve the
         application for reinstatement.


                                       6
<PAGE>   10
TERMINATION:  All coverage under your Policy will terminate when any one of the
following events occurs:

         1.      you request in writing that the coverage terminate;
         2.      the Insured dies:
         3.      the Policy matures; or
         4.      the Grace Period ends.

ANNUAL REPORT:  Once a year, we will send you a report showing current policy
values, transactions since the last report, policy loan information, and
current Fund allocation factors.

The report will also include any other information required by laws and
regulation, both federal and state. We will mail this report to you at your
last known address.

NONPARTICIPATION:  This is a nonparticipating Policy; no dividends are payable.
Your Policy will not share in our profits or surplus earnings.

CURRENCY:  Any money we pay, or that is paid to us, must be in United States
currency.

SIGNATURE GUARANTEE:  For your protection, a request for a surrender, policy
loan, or a change in ownership must be signed. The Company may require the
signature to be guaranteed by a member firm of the New York, American, Boston,
Midwest, Philadelphia, or Pacific Stock Exchange, or by a commercial bank (not
a savings bank), which is a member of the Federal Deposit Insurance
Corporation. In some cases, the Company may require additional documentation of
a customary nature.

                  OWNER, BENEFICIARY AND ASSIGNMENT PROVISIONS

OWNERSHIP:  While the Insured is living, all rights in your Policy belong to
you. Your rights in your Policy belong to your estate if you die before the
Insured dies and there is no Contingent Owner.

You may name a Contingent Owner or a new Owner at any time while the Insured is
living. If a new Owner is named, any earlier designation is automatically
revoked.  Any change must be in a written form satisfactory to us and recorded
at our Home Office.  Once recorded, the change will take effect as of the date
you signed it. It will not affect any payment made or any action taken by us
before it was recorded.  We may require that you send us your Policy for
endorsement before making a change.

BENEFICIARY:  The Beneficiary and Contingent Beneficiary on the Policy Date are
named in the application. More than one Beneficiary or Contingent Beneficiary
may be named. If more than one Beneficiary is alive when the Insured dies, we
will pay them in equal shares, unless you have provided otherwise. If any
Beneficiary dies before the Insured, that Beneficiary's interest will be paid to
any surviving Beneficiaries or Contingent Beneficiaries according to their
respective interests, unless you have provided otherwise. If no Beneficiary is
living at the Insured's death, we will consider you or your estate to be the
Beneficiary.

While the Insured is living, you may change any Beneficiary or Contingent
Beneficiary.  Any change must be in a written form satisfactory to us and
recorded at our Home Office.  Once recorded, the change will take effect as of
the date you signed it. It will not affect any payment made or action taken by
us before it was recorded. We may require that you send us your Policy for
endorsement before making a change.

ASSIGNMENT: While the Insured is living, you may assign any or all rights under
your Policy. We will not be bound by any assignment unless it is in a written
form acceptable to us and is recorded at our Home Office.  Any assignment will
not affect any payments made or actions taken by us before we record it. We
will not be responsible for the sufficiency or validity of any assignment.

The assignment will be subject to any Indebtedness owed to us before it was
recorded. The interest of any Beneficiary will be subject to the rights of any
assignee of record at our Home Office.


                                       7
<PAGE>   11
                               PREMIUM PROVISIONS

PREMIUM PAYMENTS:  The initial premium is due on the Policy Date.  It will be
credited as of the Initial Investment Date.  Insurance will not be effective
until the initial premium is paid.  Other premiums may be paid at anytime while
your Policy is in force subject to the limits described below.

You may pay the initial premium to us at our Home Office or to an authorized
registered representative. All premiums after the first are payable at our Home
Office.  A receipt, signed by our President or Secretary, will be furnished
upon request.

LIMITS:  The initial premium may not be less than $10,000.  Future premium
payments will be permitted only under the following circumstances:

         1.      An additional premium payment is required to keep the Policy
                 in force subject to the Grace Period  provisions.
         2.      Additional premium payments of at least $1,000 may be made at
                 any time provided the premium limits  prescribed by the
                 Internal Revenue Service to qualify the Policy as a life
                 insurance contract are not violated.

Payment of additional premiums may be made at any time, and if accepted may
increase the Specified Amount of insurance.  However, we reserve 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.  We may
also require that any existing Policy Indebtedness is repaid prior to accepting
any additional premium payments.

GRACE PERIOD:  If the Cash Surrender Value on a Monthly Anniversary Day is not
sufficient to cover any contract charges which are due but unpaid, a grace
period of 61 days will be allowed for the payment of sufficient premium to keep
your policy in force.  We will send you a notice at the start of the Grace
Period at your last known address.  The Grace Period will end 61 days after we
mail you the notice.

If sufficient premium is not paid by the end of the Grace Period, the Policy
will terminate without value.  A minimum of 3 times the guaranteed monthly cost
of insurance charges must be paid.  If the Insured dies during the Grace
Period, we will pay the Death Proceeds.

REINSTATEMENT:  If the Grace Period has ended and you have not paid the
required premium and have not surrendered your Policy for its Cash Surrender
Value, you may reinstate your Policy if you:

         1.      submit a written request at any time within 3 years after the
                 end of the Grace Period and prior to the  Maturity Date;
         2.      provide evidence of insurability satisfactory to us;
         3.      pay sufficient premium to cover the cost of all policy charges
                 that were due and unpaid during the Grace Period;
         4.      pay additional premiums at least equal to 3 times the
                 guaranteed cost of insurance charges; and
         5.      repay 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
us.

If your Policy is reinstated, the Cash Value on the date of reinstatement, but
prior to applying any premiums received or loan repayments, will be set equal
to the appropriate Surrender Charge.  Such Surrender Charge will be based on
the length of time from the Policy Date to the effective date of the
reinstatement. Unless you have provided otherwise, the allocation of the amount
of the Surrender Charge, additional premiums, and loan repayments will be based
on the Fund Allocation factors in effect at the start of the Grace Period.


                                       8
<PAGE>   12
                            DEATH BENEFIT PROVISIONS

DEATH BENEFIT:  If the Insured dies while the Policy is in force, your Policy
will provide a death benefit.

The death benefit will be the greater of:

  1.     the Specified Amount on the date of death; or

  2.     the applicable percentage of the Cash Value on the date of death.

The table below gives the "Applicable Percentage" for each Attained Age.


                   APPLICABLE PERCENTAGE OF CASH VALUE TABLE
<TABLE>
<CAPTION>
  Attained   Percentage of   Attained   Percentage of   Attained   Percentage of
     Age      Cash Value        Age       Cash Value      Age        Cash Value
  <S>        <C>             <C>        <C>             <C>        <C>
    0-40         250%           60           130%          80           105%
     41          243%           61           128%          81           105%
     42          236%           62           126%          82           105%
     43          229%           63           124%          83           105%
     44          222%           64           122%          84           105%
     45          215%           65           120%          85           105%
     46          209%           66           119%          86           105%
     47          203%           67           118%          87           105%
     48          197%           68           117%          88           105%
     49          191%           69           116%          89           105%
     50          185%           70           115%          90           105%
     51          178%           71           113%          91           104%
     52          171%           72           111%          92           103%
     53          164%           73           109%          93           102%
     54          157%           74           107%          94           101%
     55          150%           75           105%          95           101%
     56          146%           76           105%          96           101%
     57          142%           77           105%          97           101%
     58          138%           78           105%          98           101%
     59          134%           79           105%          99           101%                                                     
                                                          100           100%
</TABLE>

DEATH PROCEEDS: The actual amount of money payable to the Beneficiary if the
Insured dies while your Policy is in force is called the Death Proceeds. The
Death Proceeds equals (1), plus (2), minus (3), minus (4), where:


  1.     is the death benefit provided by your Policy;
  2.     is any insurance on the Insured's life that may be provided by riders
         to your Policy;
  3.     is any Indebtedness; and
  4.     is any due and unpaid contract charges accruing during a grace period.

We will pay the Death Proceeds to the Beneficiary after we receive at our Home
Office proof of death satisfactory to us and such other information as we may
reasonably require. The Death Proceeds will be adjusted under certain
conditions.  Refer to the Incontestability, Suicide, and Error in Age or Sex
Provisions.

SPECIFIED AMOUNT INCREASES:  Payment of additional premiums may require an
increase to the Specified Amount.  We reserve the right to require satisfactory
evidence of insurability for any increase in the Specified Amount.  In
addition, the rate class and rate class multiple for the increase in Specified
Amount must be identical to those on the Policy Date.


                                       9
<PAGE>   13
                            NONFORFEITURE PROVISIONS

CASH VALUE:  The Cash Value of your Policy is the sum of the Cash Value in each
Subaccount, the Fixed Account and the Policy Loan Account.  The Cash Value in
each Subaccount on the Initial Investment Date is equal to the portion of the
initial premium allocated to the Subaccount.

The Cash Value in each Subaccount on each subsequent Valuation Day is equal to
(1), plus (2), plus (3), minus (4), minus (5), minus (6), where:

   1.    is the Cash Value in the Subaccount on the preceding Valuation Day
         multiplied by its net investment factor for the current Valuation
         Period;
   2.    is any amounts allocated to the Subaccount during the current Valuation
         Period;
   3.    is any amounts transferred to the Subaccount during the current
         Valuation Period:
   4.    is any amounts transferred from the Subaccount during the current
         Valuation Period;
   5.    is the portion of any contract charges which are due and charged to
         the Subaccount during the current Valuation Period; and
   6.    is any partial surrender amounts allocated to the Subaccount during
         the current Valuation Period.

The Cash Value in the Policy Loan Account is zero, unless you take a Policy
loan.  If you take a Policy loan, then the Cash Value in the Policy Loan
Account on the loan date is equal to the amount of the loan.  The loan amount
is transferred from a Variable Account in proportion to the Cash Value in each
Subaccount on the date of the loan. Loan amounts will be transferred from the
Fixed Account only when insufficient amounts are available in the Variable
Subaccounts.

The Cash Value in the Policy Loan Account on each subsequent Valuation Day is
equal to (1), plus (2), plus (3), minus (4), minus (5), where:

   1.    is the Cash Value in the Policy Loan Account on the preceding
         Valuation Day;
   2.    is an amount of interest earned on item (1) during the current
         Valuation Period;
   3.    is any amounts transferred to the Policy Loan Account because of
         additional policy loans and any due and unpaid loan interest during
         the current Valuation Period;
   4.    is the amount of any loan repayments you make during the current
         Valuation Period; and
   5.    is any amount of interest transferred from the Policy Loan Account to
         a Variable Account or the Fixed Account during the current Valuation
         Period.

The Cash Value in the Fixed Account is zero unless some or all of the Cash
Value is allocated to the Fixed Account.  At the time of this initial
allocation, the Cash Value in the Fixed Account is equal to the amount of Cash
Value allocated to the Fixed Account.  The Cash Value in the Fixed Account on
each subsequent Valuation Day is equal to (1) plus (2) plus (3) plus (4) minus
(5) minus (6), minus (7), where:

   1.    is the Cash Value in the Fixed Account on the preceding Valuation Day;
   2.    is guaranteed interest credited at an annual effective rate of 3%
         during the current Valuation Period;
   3.    is any excess interest that is credited during the current Valuation
         Period;
   4.    is any amounts allocated to the Fixed Account during the current
         Valuation Period;
   5.    is any amounts transferred from the Fixed Account during the current
         Valuation Period;
   6.    is the portion of any Policy charges which are due and charged to the
         Fixed Account during the current Valuation Period; and
   7.    is any partial surrender amounts allocated to the Fixed Account during
         the current Valuation Period.

MORTALITY AND EXPENSE RISK CHARGE:  The mortality and expense risk charge is
shown on the Policy Data Pages.  It will be deducted on the Policy Date and
each Monthly Anniversary Day.  It will be charged proportionately to the Cash
Values in each Subaccount.

ADMINISTRATIVE CHARGE:  The administrative charge is shown on the Policy Data
Pages.  It will be deducted on the Policy Date and each Monthly Anniversary
Day.  It will be charged proportionately to the Cash Values in each Subaccount
and the Fixed Account.


                                       10
<PAGE>   14
TAX EXPENSE CHARGE:  The tax expense charge is shown on the Policy Data Pages.
It will be deducted on the Policy Date and each Monthly Anniversary Day.  It
will be charged proportionately to the Cash Values in each Subaccount and the
Fixed Account.

MONTHLY COST OF INSURANCE CHARGE:  A deduction may be made on the Policy Date
and each Monthly Anniversary Day for the cost of insurance.  This monthly
deduction will be charged proportionately to the Cash Values in each Subaccount
and the Fixed Account.  Monthly cost of insurance charges will be determined by
us from time to time, based on our expectations as to future experience.  Any
change in cost of insurance charges will be on a uniform basis for insureds of
the same sex, Attained Age, rate class, and rate class multiple whose policies
have been inforce for the same length of time.  These charges will never be
greater than the guaranteed maximum monthly cost of insurance charges.

The guaranteed maximum monthly cost of insurance charge for each policy month
is determined by multiplying the guaranteed maximum monthly cost of insurance
rate by the net amount at risk.  Net amount at risk is the difference between
the death benefit and the Cash Value, each calculated at the beginning of the
Policy month.  The guaranteed maximum monthly cost of insurance rates are shown
on the Policy Data Pages.  The basis for these guaranteed maximum cost of
insurance rates is shown in the Basis of Computation on the Policy Data Pages.

INTEREST CREDITING:  Any Cash Value allocated to the Policy Loan Account will
be credited interest daily. The guaranteed minimum annual effective rate is 4%.
Interest in excess of the minimum guaranteed rate may be used.

Any Contract Value allocated to the Fixed Account will be credited interest
daily.  The guaranteed minimum annual effective rate is 3%.  Interest in excess
of the minimum guaranteed rate may be used. The current interest rate in effect
at the time of transfer to the Fixed Account will be guaranteed through the end
of the calendar quarter following the transfer in the next year. Annually
thereafter, any excess interest rates will be guaranteed for the following
twelve months. Different current interest rates may apply to the Cash Values
associated with each transfer to the Fixed Account. Where required, we have
filed our method for determining current interest rates with the Insurance
Department of the state in which this Policy was delivered.

MINIMUM LEGAL VALUES:  The cash surrender, loan and other values in your Policy
are at least as large as those set by law in the state where it is delivered.
Where required, we have given the insurance regulator a detailed statement of
how we compute values and benefits.

CONTINUATION OF INSURANCE:  If premium payments are not made, insurance
coverage under your Policy will be continued in force until the Cash Surrender
Value is insufficient to cover any policy charges which are due but unpaid, as
provided in the Grace Period Provision.  This provision will not continue your
Policy beyond its Maturity Date.

COMPLETE SURRENDER: Your Policy may be surrendered for its Cash Surrender Value
at any time while it is in force. You must submit a written request on a form
acceptable to us.  We may also require the return of your Policy.

The date of surrender will be the date we receive your written request at our
Home Office.  The Cash Surrender Value will be determined as of the end of the
Valuation Period during which your request is received.  All coverage will end
on the date of surrender.

PARTIAL SURRENDER: You must submit a written request.  We may also request that
this Policy be sent to us.

When a partial surrender is made, we will reduce the Cash Value by the partial
surrender amount. We will also generally reduce the Specified Amount by the
amount of the partial surrender.

The minimum amount of a partial surrender is $500 and a partial surrender may
not reduce the Cash Surrender Value to less than $10,000. We reserve the right
to require that any partial surrender amounts are first deducted from the Cash
Values in the Subaccounts.


                                       11
<PAGE>   15
In addition, the partial surrender will be allowed only if after the surrender,
this Policy continues to qualify as a contract for life insurance. We reserve
the right to limit the number of partial surrenders in a Policy year.  Also we
reserve the right to limit the maximum amount of all partial surrenders in each
policy year to the maximum of:

  1.     10% of the total premium payments, or
  2.     Cash Value less total premiums paid less any Policy Indebtedness.

No surrender charges will be applied to partial surrenders which meet the above
requirements.

CHANGES IN POLICY COST FACTORS:  Changes in cost of insurance rates, credited
interest rates, mortality and expense risk charges or other Policy expense
charges will be by class and will be based on changes in future expectations
for factors such as:

    1.   investment earnings;
    2.   mortality;
    3.   persistency;
    4.   expenses; and
    5.   taxes

Any changes will be determined in accordance with the procedures on file, if
required, with the insurance regulator in the state in which this Policy was
delivered.

                                LOAN PROVISIONS

MAXIMUM LOAN VALUE:  The maximum loan value is determined by multiplying (1) by
(2), where:

  1.     is 50% in the first Policy year and 90% in all Policy years
         thereafter; and
  2.     is Cash Value less Surrender Charge.

POLICY LOAN:  You may request a loan at any time while your Policy is in force.
The loan must be requested in writing on a form acceptable to us. The amount of
the loan and all existing loans may not be more than the maximum loan value as
of the loan date. The loan date is the date we process the loan. The minimum
loan amount is $1,000.  The loan will be made upon the sole security of the
Policy and proper assignment of your Policy to us.

LOAN INTEREST:  The loan interest rate is 6% per year.  Interest is charged
daily and payable at the end of each Policy year. Unpaid interest will be added
to the existing Indebtedness as of the due date and will be charged interest at
the same rate as the rest of the loan.

LOAN REPAYMENT:  All or part of a loan may be repaid to us at any time while
your 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.

Any Indebtedness that exists at the end of the Grace Period may not be repaid
unless this Policy is reinstated.

TERMINATION Of POLICY:  If the total Indebtedness ever equals or exceeds the
Cash Value less the Surrender Charge, your Policy will terminate without value,
as described in the Grace Period Provision.

EFFECT OF LOAN:  When you take a loan, we will transfer an amount equal to the
Policy loan from a Variable Subaccount or the Fixed Account to the Policy Loan
Account.  Any loan interest that becomes due and unpaid will also be so
transferred. Amounts transferred to the Policy Loan Account will earn interest
daily from the date of transfer.  When you repay part or all of a loan, we will
transfer an amount equal to the amount you repay from the Policy Loan Account
to a Subaccount or the Fixed Account. We reserve the right to require that any
loan repayments resulting from loans transferred from the Fixed Account must be
allocated to the Fixed Account.

Unless otherwise specified, transfers from the Subaccounts to the Policy Loan
Account will be in proportion to the Cash Value in each Subaccount as of the
loan date. Loan amounts will be transferred from the Fixed Account only when
insufficient amounts are available in the Variable Subaccounts.  Any loan
interest which becomes due and is unpaid will be transferred to the Policy Loan
Account in proportion to the Cash Values in each Subaccount and the Fixed
Account. Unless specified, loan repayments will be allocated among the
Subaccounts using the Fund allocation factors in effect on the date of the
repayment subject to any other restrictions the Company may impose.

Since the amount you borrow is removed from a Variable Subaccount or the Fixed
Account, a loan will have a permanent effect on any death benefit and Cash
Surrender Value of this Policy. The effect may be favorable or unfavorable.
This is true whether you repay the loan or not.  If not repaid, Indebtedness
will reduce the amount of any Death Proceeds or Maturity Proceeds.


                                       12
<PAGE>   16
                         EXCHANGE OF POLICY PROVISIONS

RIGHT OF EXCHANGE:  During the first 24 months from the Policy Date, you have
an unconditional right to move all of the Cash Value in the Variable
Subaccounts to the Fixed Account.  Once all of the Cash Value is in the Fixed
Account, the Policy will not be affected by the investment experience of any
separate account.

EXCHANGE AT OTHER TIMES:  After 24 months from the Policy Date, you may
exchange this Policy for a new Policy, subject to our approval. You must
furnish any evidence of insurability we require and pay all costs associated
with the exchange.



                   VALUATION OF ASSETS IN A VARIABLE ACCOUNT

DETERMINING INVESTMENT RESULTS:  The Cash Value will change with a change in
the investment results of the Subaccounts.  We use an index to measure changes
in a Subaccount's investment experience.  This index is called an accumulation
unit value.  Each Subaccount has its own accumulation unit value.

For each Subaccount, the accumulation unit value was initially set at $10.00.
The accumulation unit value for a Subaccount in each subsequent Valuation
Period is equal to (1), multiplied by (2), where:

         1.      is the Subaccount's accumulation unit value for the preceding
                 Valuation Period; and
         2.      is the Subaccount's net investment factor for the subsequent
                 Valuation Period.

A net investment factor is defined below.

Because the net investment factor may be greater than or less than one, the
accumulation unit value may increase or decrease from one Valuation Period to
the next; however, the accumulation unit value remains constant throughout a
Valuation Period.

NET INVESTMENT FACTOR:  The net investment factor for a Subaccount for a
Valuation Period is obtained by dividing (1) by (2), where:

   1.    is the net of:

         (a)  the net asset value per share of the Fund held in the Subaccount
              at the end of the current Valuation Period; plus

         (b)  the per share amount of any dividend and capital gains
              distributions made by the Fund held in the Subaccount if the
              "ex-dividend" date occurs during the current Valuation Period;
              plus or minus

         (c)  a per share charge or credit for taxes reserved for, if any,
              which is determined by the Company to have resulted from the
              investment operations of the Subaccount.

   2.    is the net of:

         (a)  the net asset value per share of the Fund held in the Subaccount
              determined as of the end of the immediately preceding Valuation
              Period; plus or minus

         (b)  the per share charge or credit for taxes reserved for in the
              immediately preceding Valuation Period.


                                       13
<PAGE>   17
                          VARIABLE ACCOUNT PROVISIONS

VARIABLE ACCOUNT:  A Variable Account is a separate investment account of the
Company.  One or more are named on the Policy Data Page.  A Variable Account is
also subject to the laws of Ohio.

We own the assets of any Variable Account; we keep them separate from the
assets of our General Account. We maintain assets which are at least equal to
the reserves and other liabilities of a Variable Account.  Such assets will not
be charged with liabilities that arise from any other business we conduct. We
may transfer to our General Account assets which exceed the reserves and other
liabilities of a Variable Account.

We will determine the value of the assets in a Variable Account at the end of
each Valuation Day.

SUBACCOUNTS:  A Variable Account may have several Subaccounts. We list them on
the Policy Data Page. You determine, using Fund allocation factors, how
premiums paid will be allocated among the Subaccounts. You may choose to
allocate nothing to a particular Subaccount.  But any allocation you make must
be at least 5%; you may not choose a fractional percent. The sum of the Fund
allocation factors must equal 100%.

During the "Right to Examine Policy" period, premiums will be allocated to the
Subaccount that invests in a money market Fund or to the Fixed Account. At the
end of this period, the Cash Value in that Subaccount will be transferred to
the Variable Subaccounts according to your chosen fund allocation factors.
Also, any subsequent premium will be allocated according to your chosen
factors.  Fund allocation factors during and immediately after the "Right to
Examine Policy" period, are shown on the Policy Data Page.  After the "Right to
Examine Policy" period has expired, you may transfer amounts among the
Subaccounts. Transfers will take effect on the date your written request is
received at our Home Office, subject to any restrictions imposed by a Fund.

You may change the allocation for future premiums at any time while your Policy
is in force.  To do so, you must notify us in writing in a form that meets our
approval.  The change will take effect on the date we receive your written
request at our Home Office.

Income and realized and unrealized gains and losses from assets in each
Subaccount are credited to, or charged against, the Subaccount. This is without
regard to income, gains, or losses in our other Subaccounts, separate
investment accounts, or our General Account.

CHANGES OF FUND:  A Fund might, in our judgment, become unsuitable for
investment by a Subaccount. This might happen because of a change in investment
Policy, a change in the laws or regulations, the shares are no longer available
for investment, or for some other reason.  If that occurs, we have the right to
substitute another Fund.  But we would first notify you and seek approval from
the SEC and the Superintendent of Insurance of the State of Ohio. We would also
get any other required approvals.

OTHER CHANGES:  To the extent permitted by applicable laws and regulations
(including any order of the SEC), we may make changes as follows:

   1.    A Variable Account may be operated as a management company under the
         Investment Company Act of 1940, or in any other form permitted by law,
         if we deem it to be in the best interest of the Policy Owners.
   2.    A Variable Account may be deregistered under the Investment Company
         Act of 1940 in the event registration is no longer required.
   3.    A Variable Account may be combined with other separate investment
         accounts.
   4.    The provisions of this and other policies may be modified to comply
         with any other applicable federal or state laws.

In the event of such changes, we may make appropriate endorsement on this and
other policies having an interest in a Variable Account and take other actions
as may be necessary to effect such a change.


                                       14
<PAGE>   18
                            FIXED ACCOUNT PROVISIONS

FIXED ACCOUNT:  The Fixed Account is funded by the General Account of the
Company.  The Fixed Account is credited with interest as described under the
Nonforfeiture Provisions.  In addition to allocating your premiums to one or
more of the Subaccounts described above, you may direct all or part of your
premium payments into the Fixed Account.

RIGHT TO TRANSFER:  You may annually transfer a portion the Cash Value between
the Fixed Account and the Subaccounts without penalty or adjustment. We reserve
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 following the termination date of the Interest Rate Guaranteed Period.

You may request a transfer of up to 100% of the Cash Value from the Subaccounts
to the Fixed Account. Transfers to the Fixed Account may not be made prior to
the first Policy Anniversary or within 12 months of any prior transfer. The
Cash Value in each Subaccount will be determined as of the date the transfer
request is received in our Home Office in good order.  We reserve the right to
restrict transfers to the Fixed Account to 25% of the Cash Value.


                    OPTIONAL MODES OF SETTLEMENT PROVISIONS

Proceeds may be paid in a lump sum. Optional modes of settlement are also
available.  After the proceeds are applied under such optional modes, any
amounts payable are paid from our General Account and will not be affected by
the investment experience of any separate investment account.

One or a combination of settlement options may be chosen. A settlement option
may be chosen only if the total amount placed under the option is at least
$2,000.00 and each payment is at least $20.00.

A settlement option election may be changed at any time by proper written
request to our Home Office. Once recorded, it will become effective on the date
it was requested. We may require proof of the age and sex of any person to be
paid under a settlement option.  While this Policy is in force, you may choose
or change settlement options at any time.  If no settlement option has been
chosen prior to the Insured's death, the Beneficiary may choose one.  A change
of Beneficiary automatically revokes any option in effect.

When Proceeds become payable under any option, a Settlement Contract is issued
in exchange for this Policy.  The new contract's effective date is the date of
the Insured's death or the date this Policy is surrendered.

Settlement option payments are not assignable.  To the extent allowed by law,
settlement option payments are not subject to the claims of creditors or to
legal process.

Under Options 2, 3, 4, and 5, payments will be made at the beginning of each
12, 6, 3, or 1 month interval beginning on the effective date of the Settlement
Contract.  Under Option 1 and 6, payments will be made at the end of every 12,
6, 3, or 1 month interval from the Settlement Contract's effective date.

Under Options 1, 2, and 4, withdrawal of any outstanding balance may be made by
written request to our Home Office.  No amount left with us under Options 3, 5,
or 6 may be withdrawn.

Options 1, 2, 4, and the guaranteed period of Option 3, provide for payment of
interest at a guaranteed minimum interest rate of 2 1/2% per year, compounded
annually.  Any interest to be paid in excess of this rate will be determined
once a year.

1.  INTEREST INCOME:  The Proceeds remain with us to earn interest. This
interest may be left to accumulate or be paid periodically as stated above.

2.  INCOME FOR A FIXED PERIOD:  Proceeds remaining with us will be paid over a
specified number of years (not exceeding 30 years).  Each payment consists of a
portion of the Proceeds plus a portion of the interest credited on the
outstanding balance. The amount payable monthly for each $1,000 left with us
will be at least the amount shown in the Option 2 Table.


                                       15
<PAGE>   19
3.  LIFE INCOME WITH PAYMENTS GUARANTEED:  Payments are made for a guaranteed
period of 10, 15, or 20 years, and thereafter for the remainder of a payee's
lifetime. The amount payable monthly for each $1,000 left with us is shown in
the Option 3 Table, according to the payee's sex and age on the effective date
of the option.

4.  FIXED INCOME FOR VARYING PERIODS:  The Proceeds may be left on deposit with
us at interest with payments of a fixed amount being paid at specified
intervals until principal and interest have been exhausted. The last payment
will be for the balance only.  The total amount payable each year may not be
less than 5% of the original proceeds. (i.e., not less than $50 per annum of
each $1,000 of original proceeds.)

5.  JOINT AND SURVIVOR LIFE INCOME:  Equal payments will be made for the longer
of the lives of two named payees.  In other words, when one payee dies, the
same payment continues to be paid for the remainder of the surviving payee's
life.  We will furnish values for other age combinations (than those shown in
Option 5 Table) upon request.

6.  ALTERNATE LIFE INCOME:  We will use Policy Proceeds to purchase an annuity.
The amount payable will be 102% of our current individual immediate annuity
purchase rate on the effective date of the Settlement Contract. We reserve the
right to change our current annuity rates at any time.  However, once this
option has been selected and the Settlement Contract issued, any revision in
rates will not affect payment to a payee or payees.  Upon request, we will
quote the amount currently payable under this settlement option.


                                       16
<PAGE>   20
<TABLE>
<CAPTION>

                         TABLES FOR SETTLEMENT OPTIONS
                Monthly Installments for each $1,000 of Proceeds
OPTION 2              Option 2 - Income for a Fixed Period      
     ---------------------------------------------------------------------------
     Number of Years   Amount of Each    Number of Years       Amount of Each
        Specified        Installment        Specified           Installment
     ---------------------------------------------------------------------------
     <S>               <C>               <C>                   <C>
            1              $84.28              16                   $6.30
            2               42.66              17                    6.00
            3               28.79              18                    5.73
            4               21.86              19                    5.49
            5               17.70              20                    5.27
            6               14.93              21                    5.08
            7               12.95              22                    4.90
            8               11.47              23                    4.74
            9               10.32              24                    4.60
            10               9.39              25                    4.46
            11               8.64              26                    4.34
            12               8.02              27                    4.22
            13               7.49              28                    4.12
            14               7.03              29                    4.02
            15               6.64              30                    3.93
     ---------------------------------------------------------------------------
</TABLE>
     Annual, semi-annual or quarterly payments are 11.865, 5.969 and 2.994
     respectively times the monthly installments.
     ---------------------------------------------------------------------------

<TABLE>
<CAPTION>
                Monthly Installments for each $1,000 of Proceeds
OPTION 3        Option 3 - Life Income with Payments Guaranteed
    ---------------------------------------------------------------------------------------------------------
     AGE OF PAYEE        GUARANTEED      AGE OF PAYEE       GUARANTEED       AGE OF PAYEE       GUARANTEED
                           PERIOD                             PERIOD                              PERIOD
     LAST BIRTHDAY   ----------------   LAST BIRTHDAY    -----------------  LAST BIRTHDAY    ----------------
                           YEARS                               YEARS                              YEARS
    ---------------------------------------------------------------------------------------------------------
    MALE    FEMALE    10    15    20    MALE     FEMALE   10    15    20    MALE    FEMALE    10    15    20
    ---------------------------------------------------------------------------------------------------------
    <S>     <C>      <C>   <C>   <C>    <C>      <C>     <C>   <C>   <C>    <C>     <C>      <C>   <C>   <C>
     5 &     10 &    2.54  2.54  2.53    30        35    3.11  3.10  3.09    55       60     4.78  4.62  4.39
    Under    Under
      6       11     2.55  2.55  2.55    31        36    3.15  3.14  3.12    56       61     4.90  4.71  4.45
      7       12     2.57  2.56  2.56    32        37    3.18  3.18  3.16    57       62     5.01  4.80  4.52
      8       13     2.58  2.58  2.58    33        38    3.23  3.22  3.20    58       63     5.14  4.90  4.59
      9       14     2.60  2.59  2.59    34        39    3.27  3.26  3.24    59       64     5.26  5.00  4.65
     10       15     2.61  2.61  2.61    35        40    3.31  3.30  3.28    60       65     5.40  5.10  4.71
     11       16     2.63  2.63  2.62    36        41    3.36  3.35  3.32    61       66     5.54  5.20  4.77
     12       17     2.65  2.64  2.64    37        42    3.41  3.39  3.36    62       67     5.68  5.30  4.83
     13       18     2.66  2.66  2.66    38        43    3.46  3.44  3.41    63       68     5.83  5.40  4.89
     14       19     2.68  2.68  2.68    39        44    3.51  3.49  3.46    64       69     5.99  5.50  4.94
     15       20     2.70  2.70  2.70    40        45    3.57  3.54  3.50    65       70     6.16  5.61  4.99
     16       21     2.72  2.72  2.72    41        46    3.63  3.60  3.55    66       71     6.33  5.71  5.03
     17       22     2.74  2.74  2.74    42        47    3.69  3.66  3.60    67       72     6.50  5.81  5.07
     18       23     2.77  2.76  2.76    43        48    3.76  3.72  3.66    68       73     6.68  5.90  5.11
     19       24     2.79  2.79  2.78    44        49    3.82  3.78  3.71    69       74     6.86  5.99  5.14
     20       25     2.81  2.81  2.80    45        50    3.89  3.84  3.77    70       75     7.05  6.08  5.17
     21       26     2.84  2.83  2.83    46        51    3.97  3.91  3.82    71       76     7.23  6.16  5.19
     22       27     2.86  2.86  2.85    47        52    4.04  3.98  3.88    72       77     7.42  6.24  5.21
     23       28     2.89  2.88  2.88    48        53    4.12  4.05  3.94    73       78     7.61  6.30  5.23
     24       29     2.92  2.91  2.91    49        54    4.21  4.12  4.00    74       79     7.79  6.37  5.24
     25       30     2.94  2.94  2.93    50        55    4.29  4.20  4.07    75       80     7.97  6.42  5.25
     26       31     2.97  2.97  2.96    51        56    4.38  4.28  4.13    76       81     8.14  6.47  5.26
     27       32     3.01  3.00  2.99    52        57    4.48  4.36  4.19    77       82     8.31  6.51  5.26
     28       33     3.04  3.03  3.02    53        58    4.57  4.44  4.26    78       83     8.46  6.54  5.27
     29       34     3.07  3.07  3.06    54        59    4.68  4.53  4.32    79       84     8.61  6.57  5.27
                                                                            80 &     85 &    8.74  6.59  5.27
                                                                            Over     Over
    ---------------------------------------------------------------------------------------------------------
</TABLE>

     If the income payable for a specific guaranteed period is equal to that for
     other guarantee periods the longer period will be deemed to have been
     elected. 
    ----------------------------------------------------------------------------


<TABLE>
<CAPTION>
                Monthly Installments for each $1,000 of Proceeds
OPTION 5            Option 5 - Joint & Survivor Life Income
    ----------------------------------------------------------------------------
             Female     50        55           60           65          70
    Male
    ----------------------------------------------------------------------------
    <S>                <C>       <C>          <C>          <C>         <C>
    50                 3.53      3.71         3.86         4.00        4.11
    55                 3.62      3.86         4.09         4.30        4.48
    60                 3.70      4.00         4.30         4.60        4.89
    65                 3.77      4.11         4.48         4.89        5.30
    70                 3.83      4.20         4.63         5.13        5.70
    ----------------------------------------------------------------------------
</TABLE>


                                       17
<PAGE>   21
                       NATIONWIDE LIFE INSURANCE COMPANY
ENDORSEMENTS (Endorsements may be made only by the Company at the Home Office)
<PAGE>   22
                          [NATIONWIDE INSURANCE LOGO]


             MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                          Limited premium flexibility
      Death Proceeds payable at Insured's death prior to the Maturity Date
                 Maturity Proceeds payable on the Maturity Date
                           Not eligible for dividends
                  Investment experience reflected in benefits

<PAGE>   1

                                                                       EXHIBIT 6

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



                                   WELCOME TO


                                NATIONWIDE LIFE
                               INSURANCE COMPANY





                                 SPECIMEN COPY




================================================================================
<PAGE>   2
<TABLE>
<CAPTION>
                                                             NATIONWIDE LIFE
                                                            INSURANCE COMPANY

<S>  <C>
                                                                                            P.O. Box 182150, Columbus, OH 43218-2150
====================================================================================================================================
1.   PRIMARY INSURED
====================================================================================================================================
     Name of Insured              JOHN DOE                       Sex     M     Age     35     Date of Birth      11   / 2  /  60
                     ------------------------------------------       -------        -------                  ---------------------
     Birth Place     ANY STATE          Drivers License #                       Social Security Number     000   -   00   -  0000
                 ----------------------                   ---------------------                         ---------------------------
     Address   1 FIRST STREET                    ANY CITY                           ANY STATE                           00000
             ----------------------------------------------------------------------------------------------------------------------
     Occupation         TEACHER                             Former Name (if applicable)
                ---------------------------------------                                  ------------------------------------------
     Telephone - Home      ( 000 )   000-0000                   Best Time To Call:               A.M.         X    P.M.
                           --------------------------------                             --------           --------
     Telephone - Business  ( 000 )   000-0000                   Best Time To Call:         X     A.M.              P.M.
                           --------------------------------                             --------           --------
====================================================================================================================================
2.   OWNER  /  PRIMARY BENEFICIARY  /  CONTINGENT BENEFICIARY
====================================================================================================================================
     Policyowner Name                                         Address
                      -------------------------------------            -----------------------------------------------------------
     Date of Birth      /    /      Social Security Number      -    -        Relationship to Insured
                    --------------                         ----------------                           ----------------------------
                                                                              DATE OF         RELATIONSHIP             SOCIAL
              BENEFICIARY                           ADDRESS                    BIRTH           TO INSURED            SECURITY #
PRIMARY:
                                                                             /      /                                 -     -
    -----------------------------------     ------------------------      --------------     --------------     --------------------
CONTINGENT:

                                                                             /      /                                 -     -
    -----------------------------------     ------------------------      --------------     --------------     --------------------
====================================================================================================================================
3.   PLAN

====================================================================================================================================
     PLAN                                  SPECIFIED AMOUNT                          SINGLE PREMIUM    $
         -------------------------------                    ----------------------                      ---------------------------
====================================================================================================================================
4.   REPLACEMENT
====================================================================================================================================
     Will the insurance applied for replace existing Life Insurance or Annuities on any person here proposed         YES      NO
     for insurance?  If Yes, Company                                            ...............................      / /      / /
                                    --------------------------------------------
                              (Complete and send replacement forms and/or 1035 Exchange forms where applicable.)
====================================================================================================================================
5.   ALLOCATIONS
====================================================================================================================================
ON ISSUED CONTRACTS, YOUR FULL NET PREMIUM WILL BE ALLOCATED TO THE NATIONWIDE SEPARATE ACCOUNT TRUST MONEY MARKET FUND OR FIXED
ACCOUNT AS INDICATED BELOW UNTIL THE END OF THE RIGHT TO CANCEL PERIOD.  WHEN THIS PERIOD ENDS, YOUR CONTRACT VALUE WILL BE
ALLOCATED TO THE SUBACCOUNT(S) INDICATED BELOW.  SELECTIONS MUST TOTAL 100%.  MINIMUM INITIAL ALLOCATION TO ANY SINGLE
SUBACCOUNT IS 5%.  NO FRACTIONAL PERCENTAGES. THESE PERCENTAGES WILL APPLY IN FUTURE YEARS BUT MAY BE CHANGED AT ANY TIME BY THE
POLICY OWNER.  (IF NO ALLOCATION IS INDICATED, MONEY MARKET WILL BE AUTOMATICALLY SELECTED.)

NATIONWIDE SEPARATE               FIDELITY VARIABLE               WARBURG PINCUS TRUST                 TCI PORTFOLIOS, INC.         
ACCOUNT TRUST                     INSURANCE PRODUCTS FUND               % International Equity               % Growth Fund          
 75   % Money Market Fund               % High Income Portfolio   ------   Portfolio                   ------                       
- ------                            ------                                                                     % Balanced Fund        
      % Government Bond Fund            % Equity Income Portfolio       % Small Company                ------                       
- ------                            ------                          ------   Growth Portfolio                  % International        
      % Total Return Fund               % Growth Portfolio                                             ------                       
- ------                            ------                                                               DREYFUS, INC.                
      % Capital Appreciation Fund       % Overseas Portfolio      STRONG VARIABLE                            % Stock Index Fund     
- ------                            ------                          INS. PRODUCTS FUND                   ------                       
      % Small Company Fund                                                                                   % Socially Responsible 
- ------                                                                  % Discovery Fund II            ------   Growth Fund         
                                  NEUBERGER & BERMAN              ------                                                            
AMERICAN CAPITAL LIFE             ADVISERS MANAGEMENT TRUST             % Special Fund II                                           
INVESTMENT TRUST                                                  ------                                                            
                                        % Limited Maturity Bond         % International Stock Fund II  NATIONWIDE LIFE INSURANCE CO.
      % Real Estate Securities    ------   Portfolio              ------                                                            
- ------  Portfolio                                                                                        25  % Fixed Account
                                        % Growth Portfolio                                             ------                       
                                  ------                          OPPENHEIMER VARIABLE                                              
                                        % Partners Portfolio      ACCOUNT FUND                                                
                                  ------                                                               VAN ECK INVESTMENT TRUST     
FIDELITY VARIABLE                                                       % Bond Fund                          % Gold and Natural     
INSURANCE PRODUCTS FUND II        OTHER AVAILABLE FUNDS           ------                               ------    Resources Fund     
      % Asset Manager Portfolio         %                               % Multiple Strategies Fund           % Global Bond Fund    
- ------                            ------ --------------------     ------                               ------                       
      % Contrafund Portfolio            %                               % Global Securities Fund            
- ------                            ------ --------------------     ------                                   

====================================================================================================================================
6.   SUITABILITY      (Variable Products Only)
====================================================================================================================================
                                                                                                                       YES       NO

     A.  DO YOU UNDERSTAND THAT THE DEATH BENEFIT AND SURRENDER VALUE MAY INCREASE
         OR DECREASE DEPENDING ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT?...............................    /X/      / /
     B.  DO YOU BELIEVE THAT THIS POLICY WILL MEET YOUR INSURANCE NEEDS AND FINANCIAL
         OBJECTIVES? ..............................................................................................    /X/      / /
     C.  HAVE YOU RECEIVED A CURRENT COPY OF THE PROSPECTUS?.......................................................    /X/      / /
====================================================================================================================================
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
<S>  <C>                                                                                                              <C>       <C>
====================================================================================================================================
7.   SIMPLIFIED UNDERWRITING             (Questions 7 & 12)
====================================================================================================================================
     If answers to Question 7 are "No", proceed to Question 12.  If any answers are "Yes", circle the appropriate
     item and provide details in #10, then proceed with Question 12.                                                   YES       NO
     a.  Have you ever been declined for Life Insurance?...........................................................    / /      /X/
     b.  Within the past five years, have you had or been treated for:                                               
         Alcoholism, drug use other than as prescribed by a physician, nervous or mental disorder, Alzheimer's       
         disease, epilepsy, emphysema, kidney or liver disorder?...................................................    / /      /X/
     To the best of your knowledge and belief have you ever had or been treated by a member of the medical           
     profession for:                                                                                                 
     c.  Chest pains, heart attack, stroke, insulin dependent diabetes, respiratory disorder, central nervous        
         system or muscular disorder or disease, or any cancer?....................................................    / /      /X/
     d.  AIDS (acquired immune deficiency syndrome), ARC (AIDS-related complex), or any other                        
         AIDS-related condition, or received a positive result of an HIV test?.....................................    / /      /X/
====================================================================================================================================
8.   REGULAR UNDERWRITING                (Questions 8 thru 12)
====================================================================================================================================
     For each "Yes" answer, circle the appropriate item and provide details in #10 below.                              YES       NO 
     To the best of your knowledge and belief have you ever been treated for or diagnosed by a member of the 
     medical profession as having: 
     a.  High blood pressure, heart murmur, any other circulatory disorder, any blood disorder or non-insulin
         dependent diabetes?.......................................................................................    / /      /X/
     b.  Convulsions, brain disease or disorder, spinal injuries or paralysis?.....................................    / /      /X/
     c.  Any diseases of the stomach or intestines, lymph glands, musculoskeletal disease or disorder, or
         immune disorder?..........................................................................................    / /      /X/
         Within the past five years, have you:
     d.  Consulted, or been examined or treated by any physician, chiropractor, or other medical practitioner,
         or by any hospital, clinic, or other medical facility not previously mentioned?...........................    / /      /X/
     e.  Had any disease, disorder, injury or operation which has not been previously mentioned?...................    / /      /X/
====================================================================================================================================
9.   SUPPLEMENTAL INFORMATION
====================================================================================================================================
                                                                                                                      YES        NO
     a.  Have you ever had Life or Health Insurance rated-up or limited?...........................................    / /      /X/
     b.  In the past 3 years have you engaged in, or do you intend to engage in:
         flying as a pilot, student pilot, or crew member; racing of an automobile, motorcycle, or any type of
         motor-powered vehicle; scuba diving, mountain climbing, hang gliding, or sky diving?......................    / /      /X/
     c.  Have you ever had your driver's license suspended or revoked; or been convicted of driving while
         impaired or intoxicated; or been convicted in the past three years of more than one moving
         violation?  (If "Yes", give full details below.)..........................................................    / /      /X/
     d.  Have you ever been convicted of a felony, misdemeanor, or any other crime?  (If "Yes", provide
         details below.)...........................................................................................    / /      /X/
     e.  Have you used tobacco in any form in the past 12 months?..................................................    / /      /X/
     f.  If "Yes", specify the kind of tobacco use? (cigarettes, pipe, cigars, chewing, etc.)
                                                                                              ------------------------------------
     g.  Proposed Insured's Height:                                    Weight:
                                   --------------------------------            --------------------
====================================================================================================================================
10.  DETAILS
====================================================================================================================================
    Question #             Dates         DETAILS  (Be specific.  Give full names, addresses and telephone numbers (if available) 
    and Letter                                     of physicians, hospitals, etc.)
- -----------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

===================================================================================================================================
11.  INSURANCE INFORMATION  (List all Life Insurance now in force on Proposed Insured.  If none, write "NONE".)
===================================================================================================================================
       INSURANCE COMPANY                 POLICY NUMBER              AMOUNT           YEAR            ACCIDENTAL             TO BE
                                                                                    ISSUED             DEATH              REPLACED?
- -----------------------------------------------------------------------------------------------------------------------------------

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

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

- -----------------------------------------------------------------------------------------------------------------------------------
     Are you now applying for Life Insurance with any other company.  If "Yes", state the company, kind of            YES        NO
     policy and face amount being applied for.                                                            .........    / /      / /
                                               ---------------------------------------------------------
===================================================================================================================================
</TABLE>
<PAGE>   4
===============================================================================
12.  QUESTION OF APPLICANT
===============================================================================
     If a Life Insurance policy cannot be issued, do you      YES       NO 
wish to apply for an annuity?.............................    /X/      / /
===============================================================================
13.  TAXPAYER IDENTIFICATION NUMBER
===============================================================================
Under the Interest and Dividend Compliance Act of 1983, persons owning insurance
policies are required to provide the Company with certification that their 
taxpayer identification number is correct. (For most individuals, this is their
Social Security Number.) If you do not provide us with certification of this 
number, you may be subject to a $50 penalty imposed by the Internal Revenue 
Service. In addition, we will be forced to withhold 31% from interest and other
payments we make to you (known as backup withholding). It is not an additional 
tax, since the amount withheld will be applied against the tax you owe. If 
withholding results in an overpayment of taxes, a refund may be obtained.

/ /  Check this box if the Internal Revenue Service has notified you that you 
are not subject to the provisions of this law. OTHERWISE, YOUR SIGNATURE ON 
THIS APPLICATION IS CERTIFICATION THAT THE TAXPAYER IDENTIFICATION NUMBER ON 
THIS APPLICATION IS TRUE, CORRECT, AND COMPLETE.
===============================================================================
14.  IMPORTANT NOTICE
===============================================================================
I UNDERSTAND THAT THE DEATH BENEFIT UNDER A VARIABLE LIFE INSURANCE POLICY MAY 
INCREASE OR DECREASE, DEPENDING ON THE INVESTMENT RETURN ON THE SUBACCOUNT(S) 
I SELECT.  REGARDLESS OF INVESTMENT RETURN, THE DEATH BENEFIT CAN NEVER BE LESS 
THAN THE SPECIFIED AMOUNT, AS LONG AS THE POLICY IS IN FORCE.  THE CONTRACT 
VALUE MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THE INVESTMENT RETURN 
FOR THE POLICY.  NO MINIMUM CONTRACT VALUE IS GUARANTEED.  ON REQUEST, WE WILL 
FURNISH ILLUSTRATIONS OF BENEFITS, INCLUDING DEATH BENEFITS AND CONTRACT VALUES
FOR A VARIABLE LIFE INSURANCE POLICY AND A FIXED LIFE INSURANCE POLICY FOR THE
SAME PREMIUM.
===============================================================================
15.  SPECIAL INSTRUCTIONS
===============================================================================


===============================================================================
                    AGREEMENT, AUTHORIZATION AND SIGNATURES

I have read this application. I understand each of the questions. All of the
answers and statements on this form are complete and true to the best of my
knowledge and belief. I understand and agree that:

1.   This application, any amendments to it, and any related medical 
     examinations will become a part of the Policy and are the basis of any
     insurance issued upon this application.

2.   Any person who submits an application or a claim containing a false or
     deceptive statement, and does so with intent to defraud or knowing that
     he/she is facilitating a fraud against an insurer, is guilty of insurance
     fraud.

3.   No medical examiner and no agent or other representative of Nationwide may
     accept risks or make or change any contract, or waive or change any of the
     Company's rights or requirements.

4.   If the full first premium payment is made in exchange for a Temporary
     Insurance Receipt (with the same date and number as this form), Nationwide
     will only be liable to the extent set forth in that receipt.

5.   If the full first premium is not paid with this application, then 
     insurance will only take effect when all of the following conditions
     are met:
     a.  if a Policy is issued by nationwide and is accepted by me; and
     b.  if the full first premium is paid; and
     c.  if all the answers and statements made on the application, medical
         examination(s) and amendments continue to be true to the best of my
         knowledge and belief.

I have received the pre-notice form of the Fair Credit Reporting Act of 1970
and the Medical Information Bureau disclosure form. I certify that the Social
Security Number given is correct and complete.

I authorize: any licensed physician or medical practitioner; any hospital,
clinic or other medical or medically related facility; any insurance company;
the Medical Information Bureau; or any other organization, institution or
person who has  knowledge of me; to give that information to the Medical
Director of the Nationwide Insurance Company, or its reinsurers. This
authorization, or a copy of it, will be valid for a period of not more than
one year from the date it was signed. 

Signed at     ANY CITY       ANY STATE       , on     DECEMBER 01, 19  95  .
          --------------------------------------------------------    -----  
================================================================================
I have truly and accurately recorded
all Proposed Insured's answers on this                     JOHN DOE
application and have witnessed his/her/           ______________________________
their signature(s) hereon. To the best            Signature of Primary Insured
of my knowledge, the insurance applied               (if over age 14)          
for   / /  will   / /  will not (CHECK
ONE) replace any life insurance or annuity.
                                                                               
- -----------------------------------------------   ------------------------------
Licensed Resident Agent Signature       Firm           Signature of Owner
                                                  (If different from Primary
- -----------------------------------------------      Insured)
Agent's Name (Print)          License ID Number

NO.
===============================================================================

<PAGE>   5
This receipt must not be detached and in no event will there be any temporary
insurance unless the full first premium required by the Company has been paid at
the time of this application.

                         TEMPORARY INSURANCE RECEIPT                 No.
                NATIONWIDE LIFE INSURANCE COMPANY, COLUMBUS, OHIO

Received from   JOHN DOE     this   01    day of    DECEMBER         19   95
             ----------------     ------         -------------------    -------
the sum of  THREE HUNDRED EIGHTY NINE AND 50/100  dollars ($     389.50      ).
          ----------------------------------------          -----------------
The temporary insurance that is provided by this receipt is for the coverage
afforded by the initial premium deposit that is shown in question 3 on page 1 of
the application which has the same date and number as this receipt; except that
the total coverage with this Company under this and all other receipts will not
exceed $500,000 on the person who is proposed for insurance, regardless of the
total amount(s) or number of receipts or applications.

If coverage afforded by the premium shown in question 3 on page 1 is more than
$500,000 of insurance under this and/or any other application, the company's
liability will be no more than $500,000 plus a prorated return of premium
submitted in excess of the premium required to afford the $500,000 of insurance
coverage.

Temporary insurance for the person who is proposed for coverage will be in force
on the date of this receipt, subject to the terms of the policy applied for in
this application. Coverage will end on the earliest of:

     1.  The date the policy is issued.  (The policy will replace the temporary 
         insurance.)

     2. The date the Company returns the premium deposit and mails a written
        notice to the Applicant that said insurance has ended for each person 
        who is proposed for insurance. 

     3. The 45th day after the date of this receipt (unless the receipt has been
        replaced earlier or has ended as noted in 1 or 2).

Fraud or material misrepresentation in this application voids the agreement. In
such cases, the Company's only liability is for a refund of the payment made.

If any person who is proposed for coverage dies by suicide, the Company's only
liability with respect to that person under this receipt is for a refund of
payment made for that person's portion of the insurance applied for.

<TABLE>
<S>                                                                           <C>
        I have read and agree to the terms of this receipt.
                    
                          JOHN DOE                                                             ED AGENT
  ------------------------------------------------------------------           ------------------------------------------ 
           Signature of Proposed Insured (if over age 14)                         Licensed Resident Agent Signature

                                                                                           DECEMBER 01, 1995 
  ------------------------------------------------------------------           ------------------------------------------
            Signature of Applicant if other than Insured                                         Date
</TABLE>


                                IMPORTANT NOTICE
                       DETACH AND GIVE TO PROPOSED INSURED
  PRE-NOTICE OF PROCEDURES AS REQUIRED BY THE FAIR CREDIT REPORTING ACT OF 1970
This notice is to inform you that as part of our normal underwriting procedures
in connection with an application for insurance:

1.    An investigative consumer report may be made whereby information is
      obtained through personal interviews with your neighbors, friends or
      others with whom you are acquainted. This inquiry will include information
      as to character, general reputation, personal characteristics and mode of
      living, except as may be related directly or indirectly to your sexual
      orientation, with respect to you, members of your family, and others
      having an interest in or closely connected with the insurance transaction;
      and

2.   Upon your written request, made within a reasonable time after you receive
     this notice, additional information as to the nature and scope of the
     investigation, if one is made, will be provided. Requests for additional
     information should be addressed to Nationwide Life Insurance Company, Box
     1559, Columbus, Ohio 43216-1559.

                  MEDICAL INFORMATION BUREAU DISCLOSURE NOTICE

Information regarding your insurability will be treated as confidential.
Nationwide Life Insurance Company, or its reinsurer(s) may, however, make a
brief report thereon to the Medical Information Bureau, a non-profit membership
organization of life insurance companies, which operates an information exchange
on behalf of its members. If you apply to another Bureau member company for life
or health insurance coverage or a claim for benefits is submitted to such a
company, the Bureau, upon request, will supply such company with the information
in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. (Medical information will be disclosed
only to your attending physician.) If you question the accuracy of information
in the Bureau's file, you may contact the Bureau and seek a correction in
accordance with the procedures set forth in the Federal Fair Credit Reporting
Act. The address of the Bureau's information office is Post Office Box 105,
Essex Station, Boston, Massachusetts 02112, telephone number (617) 426-3660.

Nationwide Life Insurance Company or its reinsurer(s) may also release
information in its file to other life insurance companies to whom you may apply
for life or health insurance, or to whom a claim for benefits may be submitted.
<PAGE>   6
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty 
Insurance Company, National Casualty Company, West Coast Life Insurance 
Company, Scottsdale Indemnity Company and Nationwide General Insurance Company 
and their affiliated companies. The Company's home office is at One Nationwide 
Plaza, Columbus, Ohio 43216.

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

                              THE VARIABLE ACCOUNT

The Nationwide VLI Separate Account-2 (the "Variable Account"), was established 
by a resolution of the Company's Board of Directors on May 7, 1987, pursuant to 
the provisions of Ohio law. The Company has caused the Variable Account to be 
registered with the Securities and Exchange Commission as a unit investment 
trust pursuant to the provisions of the Investment Company Act of 1940. 
Nationwide Life Insurance Company Inc., One Nationwide Plaza, Columbus, Ohio 
43216 serves as depositor for the Variable Account. Nationwide Financial 
Services, Inc., of One Nationwide Plaza, Columbus, Ohio 43216 serves as 
principal underwriter for the Variable Account. Such registration does not 
involve supervision of the management of the Variable Account or the Company by 
the Securities and Exchange Commission.

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

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

INVESTMENTS OF THE VARIABLE ACCOUNT

At the time of application, the Policy Owner elects to have the Cash Value 
allocated among one or more of the Variable Account sub-accounts and the Fixed 
Account. (See "Allocation of Cash Value.") When the policy is issued, the 
Policy's Cash Value not allocated to the Fixed Account is placed in the 
Nationwide Separate Account Trust Money Market sub-account until 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.") At the 
expiration of this period, shares of the underlying Mutual Funds specified by 
the Policy Owner are purchased at net asset value for the respective 
sub-account(s). Such election is subject to any minimum premium limitations 
which may be imposed by the underlying Mutual Fund option(s). In addition, no 
less than 5% of premium may be allocated to any one sub-account or the Fixed 
Account. The Policy Owner may change the allocation of Cash Value or may 
transfer Cash Value from one sub-account to another, subject to such terms and 
conditions as may be imposed by each underlying Mutual Fund option and as set 
forth in this prospectus. (See "Transfers", "Allocation of Cash Value" and 
"Short-Term Right to Cancel Policy.")

Additional Premium Deposits, upon acceptance, will be allocated to the 
Nationwide Separate Account Trust Money Market Fund unless the Policy Owner 
specifies otherwise. (See "Premium Deposits.") Premium Deposits will be held 
only while the Company obtains information necessary to evaluate the risk. 
Following the underwriting process, the Company will either issue the policy or 
refund deposits within 5 days from the date thereof.

Each of the underlying Mutual Fund options is a series of registered investment 
companies which receive investment advice from a registered investment adviser:

1) Dreyfus Stock Index Fund, managed by Wells Fargo Nikko Investment Advisors;

2) Dreyfus Socially Responsible Growth Fund, Inc., managed by Dreyfus 
   Corporation; 

3) Fidelity Variable Insurance Products Fund, managed by Fidelity Management & 
   Research Company; and,

4) Fidelity Variable Insurance Products Fund II, managed by Fidelity Management 
   & Research Company,

5) The Nationwide Separate Account Trust, managed by Nationwide Financial 
   Services, Inc.; 

                                       8
<PAGE>   7
PARTIAL SURRENDERS

Partial surrenders will be permitted if they satisfy the following requirements:

        1.      The partial surrender request is in writing and the request is
                signed by the Policy Owner or an authorized party of the Policy
                Owner; and

        2.      The maximum partial surrender in any Policy Year is limited to
                the maximum of:

                (i)     10% of the total premium payments; and

                (ii)    100% of cumulative earnings (Cash Value less total
                        premium payments less any existing policy indebtedness);

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

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

All partial surrenders will be next computed after the date the Company 
receives a proper written request. When a partial surrender is made, the Cash 
Value is reduced by the amount of the partial surrender. Also, the Specified 
Amount is reduced by the amount of the partial surrender unless the Death 
Benefit is based on the applicable percentage of the 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 the Specified Amount. Partial surrender amounts must be first deducted from 
the values in the Variable sub-accounts. Partial surrenders will be deducted 
from the Fixed Account only to the extent that insufficient values are 
available in the Variable sub-accounts.

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

MATURITY PROCEEDS

The Maturity Date is the Policy Anniversary on or next following the Insured's 
100th birthday. The maturity proceeds will be payable to the Policy Owner on 
the Maturity Date provided the Policy is still in force. The Maturity Proceeds 
will be equal to the amount of the Policy's Cash Value, less any indebtedness.

INCOME TAX WITHHOLDING

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

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

                                  POLICY LOANS

TAKING A POLICY LOAN

The Policy Owner may take a loan using the Policy as security. During the first 
year, maximum Policy indebtedness is limited to 50% of the Cash Value less any 
Surrender Charge. Thereafter, maximum policy indebtedness is limited to 90% of 
the Cash Value less any Surrender Charge. The Company will not grant a loan for 
an amount less than $1,000 ($200 in Connecticut, $250 in Oregon, $500 in New 
Jersey and $500 in New York). Should the Death Benefit become payable, the 
Policy be surrendered, or the Policy mature while a loan is outstanding, the 
amount of Policy indebtedness will be deducted from the Death Benefit, Cash 
Surrender Value or the Maturity Value, respectively.

Maximum Policy indebtedness, in Texas, is limited to 90% of the Cash Value less 
any Surrender Charge in the sub-accounts and 100% of the Cash Value less any 
Surrender Charge in the Fixed Account.

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

                                       21
<PAGE>   8
on the basis of sex. This decision applies only to benefits derived from 
premiums 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, Nationwide 
Financial Services, Inc. ("NFS"), One Nationwide Plaza, Columbus, Ohio 43216.

NFS is a corporation which was organized under the laws of the State of Ohio on 
April 8, 1965. NFS is both a broker-dealer and registered investment adviser. 
As such, it is the principal underwriter for several open-end investment 
companies and for a number of separate accounts issued by the Company and 
Nationwide Life and Annuity Insurance Company ("NLAIC") to fund the benefits of 
variable insurance and annuity policies. NFS also currently acts as the 
investment adviser and/or administrator for the mutual fund portfolios sold 
through NFS's registered representatives and for some of the mutual fund 
portfolios which act as underlying investment options for the variable 
insurance and annuity policies issued by the Company or NLAIC.

NFS acts as general distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide Variable Account - II, Nationwide
Variable Account - 5, Nationwide Variable Account - 6, Nationwide Variable
Account - 8, Nationwide VA Separate Account - A, Nationwide VA Separate Account
- - B, Nationwide VA Separate Account - C, Nationwide VL Separate Account - A,
Nationwide VLI Separate Account - 2, Nationwide VLI Separate Account - 3, NACo
Variable Account and the Nationwide Variable Account, all of which are separate
investment accounts of the Company or its affiliates.

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

Gross commissions paid by the Company on the sale of these Policies plus fees 
for marketing services are not more than 6.75% of the premiums paid.

                              CUSTODIAN OF ASSETS

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

                                  TAX MATTERS

POLICY PROCEEDS

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

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

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

                                       26
<PAGE>   9
                                  THE COMPANY

The Company is a life insurance company writing life, accident and health 
insurance, and annuities in all states and the District of Columbia. The 
Company issues variable annuity contracts through other segregated investment 
accounts. This is the only business in which the Company is engaged.

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

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

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

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

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

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

                               COMPANY MANAGEMENT

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

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

                                       28
<PAGE>   10
                                 OBETZ SHIPMENT
                            ACCESSION NUMBER 1678/95
                                    5 BOXES

BOX 1 OF 5

                DISPLAYWRITE 4, VERSION 2

                 DISK OPERATING SYSTEM

                 IBM PC EMULAION PROGRAM
                VERSION 1.22, ENTRY LEVEL

                   MICROSOFT MOUSE &
                   MICROSOFT WINDOWS

                3 cc:MAIL - 10 USER PACK

                ACCUCOLOR CONTROL SYSTEM
                   TUTORIAL SOFTWARE

                   DELL SYSTEMS 486D

BOX 2 OF 5

                  2 EXTRA FOR WINDOWS                

                WORDPERFECT FOR WINDOWS
                      VERSION 5.1

                2 cc:MAIL PLATFORM PACK

                        IBM DOS

                   NEC USERS MANUAL

                IBM PERSONAL SYSTEM/2 MODEL
                            50

BOX 3 OF 5

                  DYNACOMM/OPENCONNECT
                         TN 3270

                3 MICROSOFT EXCEL UPGRADE

                  QUARTERDECK EXPANDED
                     MEMORY MANAGER

                     FOSTBACK PLUS

                 MICROSOFT WORD DISKETTES

                ULTRA/VANTAGE ACCELERATOR

BOX 4 OF 5

                      2 FRAMEMAKER

BOX 5 OF 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
                                          PRODUCT
                      33 ACT NUMBER        NAME         AMEND #      FILE DATE
- ------------------------------------------------------------------------------
<S>                     <C>             <C>              <C>         <C>
                         33-42180         BOA FPVUL        7          10/19/95
                         33-16999         BOA SPVL        11          10/19/95
                         34-44296         MULTIFLEX  
                                            FPVUL          7          10/19/95
                         33-44789         MULTIFLEX
                                            SPVL           6          10/19/95
                                         NEW BOA SPVL   NEW REG        9/20/95
                         33-62659        BEST OF BANKS
                                            (NQ)        PRE-EFF        12/4/95
                         33-82370        FIRST UNION       1          10/27/95
                         33-60063           NEBA           1           11/1/95
                         33-62637        BEST OF BANKS
                                            (IV)        PRE-EFF        12/4/95
                                         BEST OF BANKS
                                            (NQ)        NEW REG         9/7/95
- ------------------------------------------------------------------------------
</TABLE>

                                     Page 1
<PAGE>   11
                                 OBETZ SHIPMENT
                            ACCESSION NUMBER 1678/95
                                    5 BOXES

BOX 5 OF 5
<TABLE>
<CAPTION>
                                           PRODUCT
                        33 ACT NUMBER        NAME       AMEND #    FILE DATE
                        -------------      -------      -------    ---------
<S>                       <C>           <C>            <C>          <C>
                                        BEST OF BANKS   
                                             (N)        NEW REG       9/7/95
                           33-67636        BOA NQ          5         8/11/95
                           33-67636        BOA NQ          6        10/20/95
                           33-82190       FIDELITY      
                                          CLASSIC          1         8/28/95
                           33-82174       FIDELITY
                                           SELECT          2         8/28/95
                            2-75174         NEA           20         8/28/95
                            2-75059        BOA IV         25        10/20/95
                           33-85164     EAGLE CHOICE       4        11/30/95
                           33-62795       BOA SPVL      PRE EFF 1    12/5/95
</TABLE>

                                     Page 2


<PAGE>   1
                                                                     EXHIBIT 7
                     [DRUEN, RATH & DIETRICH LETTERHEAD]       

April 23, 1996

Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43216

Ladies and Gentlemen:

We have prepared the Registration Statement and amendments thereto filed with
the United States Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, Modified Single
Premium Variable Life Insurance Policies to be sold by Nationwide Life
Insurance Company and to be issued and administered through the Nationwide VLI
Separate Account-2. In connection therewith, we have examined the Articles of
Incorporation, Code of Regulations, and Bylaws of Nationwide Life Insurance
Company ("Nationwide"), minutes of meetings of the Board of Directors, pertinent
provisions of federal and Ohio laws, together with such other documents as we
have deemed relevant for the purposes of this opinion. Based on the foregoing,
it is our opinion that:

1.   Nationwide is a stock life insurance corporation duly organized and validly
     existing under the laws of the State of Ohio and duly authorized to issue
     and sell life, accident and health insurance, and annuity contracts.

2.   The Nationwide VLI Separate Account-2 has been properly created and is a
     validly existing separate account pursuant to the laws of the State of
     Ohio.

3.   The issuance and sale of the Modified Single Premium Variable Life
     Insurance Policies have been duly authorized by Nationwide. When issued
     and sold in the manner stated in the
<PAGE>   2
Nationwide Life Insurance Company
April 23, 1996
Page 2

    prospectus constituting a part of the Registration Statement, the policies
    will be legal and binding obligations of Nationwide in accordance with
    their terms, except that clearance must be obtained, or the policy must be
    approved, prior to the issuance thereof in certain jurisdictions.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the prospectus contained in the Registration Statement.

Very truly yours,

/s/ Druen, Rath & Dietrich
DRUEN, RATH & DIETRICH


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