NATIONWIDE VLI SEPARATE ACCOUNT 2
485BPOS, 1996-12-20
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<PAGE>   1
                                                       Registration No. 33-42180

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




   
                         POST-EFFECTIVE AMENDMENT NO. 11
    
                                   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)


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

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

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

/ / immediately upon filing pursuant to paragraph (b) of Rule 485 
   
/X/ on December 23, 1996 pursuant to paragraph (b) of Rule 485 
    
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485 
/ / on (date) pursuant to paragraph (a)(1) of Rule 485

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

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


                                1 of 109                              


<PAGE>   2
                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2
<TABLE>
<CAPTION>
N-8B-2 ITEM                                       CAPTION IN PROSPECTUS
- -----------                                       ---------------------
<S>                                        <C>
 1.........................................Nationwide Life Insurance Company
                                           The Variable Account
 2.........................................Nationwide Life Insurance Company
 3.........................................Custodian of Assets
 4.........................................Distribution of The Policies
 5.........................................The Variable Account
 6.........................................Not Applicable
 7.........................................Not Applicable
 8.........................................Not Applicable
 9.........................................Legal Proceedings
10.........................................Information About The Policies; How
                                           The Cash Value Varies; Right to
                                           Exchange for a Fixed Benefit Policy;
                                           Reinstatement; Other Policy
                                           Provisions
11.........................................Investments of The Variable
                                           Account
12.........................................The Variable Account
13.........................................Policy Charges
                                           Reinstatement
14.........................................Underwriting and Issuance -
                                           Premium Payments
                                           Minimum Requirements for
                                           Issuance of a Policy
15.........................................Investments of the Variable
                                           Account; Premium Payments
16.........................................Underwriting and Issuance -
                                           Allocation of Cash Value
17.........................................Surrendering The Policy for Cash
18.........................................Reinvestment
19.........................................Not Applicable
20.........................................Not Applicable
21.........................................Policy Loans
22.........................................Not Applicable
23.........................................Not Applicable
24.........................................Not Applicable
25.........................................Nationwide Life Insurance Company
26.........................................Not Applicable
27.........................................Nationwide Life Insurance Company
28.........................................Company Management
29.........................................Company Management
30.........................................Not Applicable
31.........................................Not Applicable
32.........................................Not Applicable
33.........................................Not Applicable
34.........................................Not Applicable
35.........................................Nationwide Life Insurance Company
36.........................................Not Applicable
37.........................................Not Applicable
38.........................................Distribution of The Policies
39.........................................Distribution of The Policies
40.........................................Not Applicable
41(a)......................................Distribution of The Policies
42.........................................Not Applicable
43.........................................Not Applicable
44.........................................How The Cash Value Varies
</TABLE>

                                    2 of 109
<PAGE>   3
<TABLE>
<CAPTION>

N-8B-2 ITEM                                      CAPTION IN PROSPECTUS
- -----------                                      ---------------------
<S>                                           <C>
45............................................Not Applicable
46............................................How The Cash Value Varies
47............................................Not Applicable
48............................................Custodian of Assets
49............................................Not Applicable
50............................................Not Applicable
51............................................Summary of The Policies;
                                              Information About The Policies
52............................................Substitution of Securities
53............................................Taxation of The Company
54............................................Not Applicable
55............................................Not Applicable
56............................................Not Applicable
57............................................Not Applicable
58............................................Not Applicable
59............................................Financial Statements
</TABLE>

                                    3 of 109
<PAGE>   4
                      SUPPLEMENT DATED DECEMBER 23, 1996 TO
                        PROSPECTUS DATED MAY 1, 1996 FOR

           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES

                                    ISSUED BY

                        NATIONWIDE LIFE INSURANCE COMPANY

                                   THROUGH ITS

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

This Supplement updates certain information contained in your Prospectus. Please
read it and keep it with your Prospectus for future reference.

1.       Effective December 23,1996, the underlying Mutual Fund Options located
         on page 1 of the Prospectus are hereby amended to include the following
         underlying Mutual Funds:

                        DREYFUS VARIABLE INVESTMENT FUND
                           Growth & Income Portfolio*

    TCI PORTFOLIOS, INC. AN AFFILIATE OF TWENTIETH CENTURY COMPANIES, INC.***
                                    TCI Value

      VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)
                         Worldwide Emerging Markets Fund

                              WARBURG PINCUS TRUST
                         Post-Venture Capital Portfolio

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

 2.       The expense table located on page 8 and 9 of the Prospectus is hereby
          amended to include the following information:


<TABLE>
<CAPTION>

                                                                   Management     Other      Total 
                                                                      Fees       Expenses   Expenses
                                                                   ----------    --------   --------
<S>                                                                <C>          <C>         <C>
Dreyfus Variable Investment Fund- Growth & Income Portfolio          0.75%        0.20%       0.95%

TCI Portfolios, Inc. - TCI Value                                     1.00%        0.00%       1.00%

Van Eck Worldwide Insurance Trust - Worldwide Emerging               1.00%        0.00%       1.00%
Markets Fund

Warburg Pincus Trust - Post-Venture Capital Portfolio**              0.65%        0.75%       1.40%
</TABLE>


**Absent the waiver of fees by the Portfolio's investment adviser and
co-administrator, Management Fees for the Portfolio would equal 1.25%; other
Expenses would equal .81%; and Total Portfolio Operating Expenses would equal
2.06%. Other Expenses for the Portfolio are based on annualized estimates of
expenses for the fiscal year ending December 31, 1996, net of any fee waivers or
expense reimbursements. The investment adviser has undertaken to limit the
Portfolio's Total Portfolio Operating Expenses through December 31,1996.

***Effective January 1, 1997, Twentieth Century Companies, Inc. will change its
name to American Century Companies, Inc. Also effective January 1, 1997,
Twentieth Century Mutual Funds is changing its name to American Century (SM)
Investments.

                                    4 of 109
<PAGE>   5
3.       The section entitled THE VARIABLE ACCOUNT located on pages 10 through
         18 of the Prospectus is also amended to include the following
         information regarding the underlying Mutual Funds:

         DREYFUS VARIABLE INVESTMENT FUND

                  Dreyfus Variable Investment Fund (the "Fund") is an open-end,
         management investment company. It was organized as an unincorporated
         business trust under the laws of the Commonwealth of Massachusetts on
         October 29,1986 and commenced operations August 31, 1990. The Dreyfus
         Corporation ("Dreyfus") serves as the Fund's manager. Dreyfus is a
         wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned
         subsidiary of Mellon Bank Corporation.

         GROWTH AND INCOME PORTFOLIO

         Investment Objective: To provide long-term capital growth, current
         income and growth of income, consistent with reasonable investment
         risk. The Portfolio invests in equity securities, debt securities and
         money market instruments of domestic and foreign issuers. The
         proportion of the Portfolio's assets invested in each type of security
         will vary from time to time in accordance with Dreyfus' assessment of
         economic conditions and investment opportunities. In purchasing equity
         securities, Dreyfus will invest in common stocks, preferred stocks and
         securities convertible into common stocks, particularly those which
         offer opportunities for capital appreciation and growth of earnings,
         while paying current dividends. The Portfolio will generally invest in
         investment-grade debt obligations, except that it may invest up to 35%
         of the value of its net assets in convertible debt securities rated not
         lower than Caa by Moody's Investor Service, Inc. or CCC by Standard &
         Poor's Ratings Group, Fitch Investors Service, L.P. or Duff & Phelps
         Credit Rating Co., or if unrated, deemed to be of comparable quality by
         Dreyfus. These securities are considered to have predominantly
         speculative characteristics with respect to capacity to pay interest
         and repay principal and are considered to be of poor standing. See
         "Investment Considerations and Risks-Lower Rated Securities" in the
         Portfolio's prospectuses.

         TCI PORTFOLIOS, INC., A 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 investment 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, which is changing its
         name to American Century(SM) Investments, effective January 1, 1997.
         TCI Portfolios, Inc. is managed by Investors Research Corporation,
         which is changing its name to American Century Investment Management,
         Inc., effective January 1, 1997.

         - TCI VALUE FUND

         Investment Objective: The investment objective of the Fund is long-term
         capital growth; income is a secondary objective. Under normal market
         conditions, the Fund expects to invest at least 80% of the value of its
         total asset in equity securities, including common and preferred stock,
         convertible preferred stock and convertible debt obligations. The
         equity securities in which the Fund will invest will be primarily
         securities of well-established companies with intermediate-to-large
         market capitalizations that are believed by management to be
         undervalued at the time of purchase.

         VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT 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. Trust shares are
         offered only to separate accounts of various insurance companies to
         fund the benefits of variable insurance and annuity policies. The
         investment advisor and manager is Van Eck Associates Corporation.

         - WORLDWIDE EMERGING MARKETS FUND

         Investment Objective:  Seeks long-term capital appreciation by 
         investing primarily in equity securities in emerging markets around 
         the world. The Fund specifically emphasizes investment in countries 
         that, compared to the world's major economies, exhibit relatively low 
         gross national product per capita, as 

                                    5 of 109
<PAGE>   6
         well as the potential for rapid economic growth. Peregrine Asset 
         Management (Hong Kong) Limited serves as sub- investment adviser to 
         this Fund.

         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")

         - POST-VENTURE CAPITAL PORTFOLIO

         Investment Objective: The Portfolio seeks long-term growth of capital
         by investing primarily in equity securities of issuers in their
         post-venture capital stage of development and pursues an aggressive
         investment strategy. Under normal market conditions, the Portfolio will
         invest at least 65% of its total assets in equity securities of
         "post-venture capital companies." A post-venture capital company is one
         that has received venture capital financing either (a) during the early
         stages of the company's existence or the early stages of the
         development of a new product or service or (b) as part of a
         restructuring or recapitalization of the company. The Portfolio may
         invest up to 10% of its assets in venture capital and other investment
         funds.

4.       The section entitled "TRANSFERS" located on page 16 of the Prospectus 
         is hereby amended by adding the following information:

         Policies described in this prospectus may in some cases be sold to
         individuals who independently utilize the services of a firm or
         individual engaged in market timing. Generally, such firms or
         individuals obtain authorization from multiple Policy Owners to make
         transfers and exchanges among the Sub-Accounts (the underlying Mutual
         Funds) on the basis of perceived market trends. Because of the
         unusually large transfers of funds associated with some of these
         transactions, the ability of the Company or underlying Mutual Funds to
         process such transactions may be compromised, and the execution of such
         transactions may possibly disadvantage or work to the detriment of
         other Policy Owners not utilizing market timing services.

         Accordingly, the right to exchange Cash Surrender Values among the
         Sub-Accounts may be subject to modification if such rights are
         exercised by a market timing firm or any other third party authorized
         to initiate transfer or exchange transactions on behalf of multiple
         Policy Owners. THE RIGHTS OF INDIVIDUAL POLICY OWNERS TO EXCHANGE CASH
         SURRENDER VALUES, WHEN INSTRUCTIONS ARE SUBMITTED DIRECTLY BY THE
         POLICY OWNER, OR BY THE POLICY OWNER'S REPRESENTATIVE OF RECORD AS
         AUTHORIZED BY THE EXECUTION OF A VALID NATIONWIDE LIMITED POWER OF
         ATTORNEY FORM, WILL NOT BE MODIFIED IN ANY WAY. In modifying such
         rights, the Company may, among other things, not accept (1) the
         transfer or exchange instructions of any agent acting under a power of
         attorney on behalf of more than one Policy Owner, or (2) the transfer
         or exchange instructions of individual policy owners who have executed
         pre-authorized transfer or exchange forms which are submitted by market
         timing firms or other third parties on behalf of more than one Policy
         Owner at the same time. The Company will not impose any such
         restrictions or otherwise modify exchange rights unless such action is
         reasonably intended to prevent the use of such rights in a manner that
         will disadvantage or potentially impair the contract rights of other
         Policy Owners.

5.       Effective October 17, 1996, Nationwide Financial Services, Inc. has 
         changed its name to Nationwide Advisory Services, Inc.  Accordingly, 
         any and all references to Nationwide Financial Services, Inc. in this
         Prospectus are hereby amended to reflect this name change.


                                    6 of 109
<PAGE>   7
                       SUPPLEMENT DATED AUGUST 5, 1996 TO
                        PROSPECTUS DATED MAY 1, 1996 FOR

           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                                    ISSUED BY
                        NATIONWIDE LIFE INSURANCE COMPANY
                 THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT - 2

This supplement updates certain information contained in your prospectus. Please
read it and keep it with your prospectus for future reference.

On Page No. 8 of the prospectus, the first paragraph is amended as follows:

         The Company also deducts on a daily basis from the assets of the
         Variable Account a charge to provide for mortality and expense risks.
         This charge is equivalent to an annual effective rate of 0.80% of the
         daily net assets of the Variable Account. On each Policy Anniversary
         beginning with the 10th, the mortality and expense risk charge is
         reduced to 0.50% on an annual basis of the daily net assets of the
         Variable Account, provided the Cash Surrender Value is $25,000 or more
         on such anniversary. (For policies issued in New York, such reduction
         occurs regardless of the amount of Cash Surrender Value on such
         anniversary).

On Page No. 21, the second paragraph under the section entitled "Deductions from
the Sub-Accounts" is deleted and replaced with the following:

         To compensate the Company for assuming these risks associated with the
         Policies, the Company deducts on a daily basis from the assets of the
         Variable Account a charge to provide for mortality and expense risks.
         This charge is equivalent to an annual effective rate of 0.80% of the
         daily net assets of the Variable Account. On each Policy Anniversary
         beginning with the 10th, the mortality and expense risk charge is
         reduced to 0.50% on an annual basis of the daily net assets of the
         Variable Account, provided the Cash Surrender Value is $25,000 or more
         on such anniversary. (For policies issued in New York, such reduction
         occurs regardless of the amount of Cash Surrender Value on such
         anniversary). To the extent that future levels of mortality and
         expenses are less than or equal to those expected, the Company may
         realize a profit from this charge. The Surrender Charge may be
         insufficient to recover certain expenses related to the sale of the
         Policies. Unrecovered expenses are born by the Company's general assets
         which may include profits, if any, from mortality and expense risk
         charges (see "Surrender Charges").

<PAGE>   8
                        NATIONWIDE LIFE INSURANCE COMPANY
                                 P.O. Box 182150
                            Columbus, Ohio 43218-2150
                       (800) 547-7548, TDD (800) 238-3035

           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                   ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                  THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-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 and the flexibility to vary the
amount and frequency of premium payments. The Policies may also provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
Nationwide Life Insurance Company guarantees to keep the Policy in force during
the first three years so long as the Minimum Premium requirement has been met.
The death benefit and Cash Value of the Policies may vary to reflect the
experience of the Nationwide VLI Separate Account-2 (the "Variable Account") or
the Fixed Account to which Cash Values are allocated. 

The Policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code (the "Code"). 

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


<TABLE>
<S>                                <C>                                      <C>
                                    DREYFUS
Dreyfus Stock Index Fund           The Dreyfus Socially Responsible Growth Fund
                    FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio       Growth Portfolio      High Income Portfolio*   Overseas Portfolio
                  FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
        Asset Manager Portfolio                    Contrafund Portfolio
                        NATIONWIDE SEPARATE ACCOUNT TRUST
       Capital Appreciation Fund                 Government Bond Fund                     Money Market Fund
                    Small Company Fund                                         Total Return Fund
 NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (FORMERLY "ADVISERS MANAGEMENT TRUST")
           Growth Portfolio                  Limited Maturity Bond Portfolio               Partners Portfolio
                       OPPENHEIMER VARIABLE ACCOUNT FUNDS
      Oppenheimer Bond Fund                                    Oppenheimer Global Securities Fund
                      Oppenheimer Multiple Strategies Fund

                          STRONG SPECIAL FUND II, INC.

                      STRONG VARIABLE INSURANCE FUNDS, INC.
              Strong Discovery Fund II, Inc.                      International Stock Fund II
     TCI PORTFOLIOS, INC., AN AFFILIATE OF TWENTIETH CENTURY COMPANIES, INC.
       TCI Balanced                  TCI Growth               TCI International

      VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)
      Worldwide Bond Fund (Formerly Global Bond Fund)                    Gold and Natural Resources Fund

                VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
                           Real Estate Securities Fund

                              Warburg Pincus Trust
        International Equity Portfolio                              Small Company Growth Portfolio
</TABLE>

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

Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy data pages as long as the Policy is in force. There is no guaranteed Cash
Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value. Nationwide Life
Insurance Company guarantees to keep the Policy in force during the first three
years so long as the Minimum Premium requirement has been met. This prospectus
generally describes only that portion of the Cash Value allocated to the
Variable Account. For a brief summary of the Fixed Account Option, see "The
Fixed Account Option."

                                        1
<PAGE>   9
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. 

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


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

                   The date of this prospectus is May 1, 1996

                                        2
<PAGE>   10
                                GLOSSARY OF TERMS

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

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

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

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

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

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

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

COMPANY- Nationwide Life Insurance Company.

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

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

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

GUIDELINE LEVEL PREMIUM-The amount of level annual premium calculated in
accordance with the provisions of the Internal Revenue Code of 1986. It
represents the level annual premiums required to mature the Policy under
guaranteed mortality and expense charges, and an interest rate of 5%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SCHEDULED PREMIUM-The Scheduled Premium is shown on the Policy Data Page.

                                        3
<PAGE>   11
SPECIFIED AMOUNT-A dollar amount used to determine the death benefit under a
Policy. It is shown on the Policy Data Page.

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

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

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

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


                                        4
<PAGE>   12
<TABLE>
<CAPTION>

                                                    TABLE OF CONTENTS

<S>                                                                                                         <C>
GLOSSARY OF TERMS............................................................................................3
SUMMARY OF THE POLICIES......................................................................................7
         Variable Life Insurance.............................................................................7
         The Variable Account and its Sub-Accounts...........................................................7
         The Fixed Account...................................................................................7
         Deductions and Charges..............................................................................7
         Premiums............................................................................................9
NATIONWIDE LIFE INSURANCE COMPANY...........................................................................10
THE VARIABLE ACCOUNT........................................................................................10
         Investments of the Variable Account................................................................10
         Dreyfus............................................................................................11
         Fidelity Variable Insurance Products Fund..........................................................11
         Fidelity Variable Insurance Products Fund II.......................................................12
         Nationwide Separate Account Trust..................................................................12
         Neuberger & Berman Advisers Management Trust.......................................................13
         Oppenheimer Variable Account Funds.................................................................13
         Strong Special Fund II, Inc........................................................................14
         Strong Variable Insurance Funds, Inc...............................................................14
         TCI Portfolios, Inc., a member of the Twentieth Century Family of Mutual Funds.....................14
         Van Eck Worldwide Insurance Trust (Formerly Van Eck Investment Trust)..............................15
         Van Kampen American Capital Life Investment Trust..................................................15
         Warburg Pincus Trust...............................................................................15
         Reinvestment.......................................................................................16
         Transfers..........................................................................................16
         Dollar Cost Averaging..............................................................................16
         Substitution of Securities.........................................................................17
         Voting Rights......................................................................................17
INFORMATION ABOUT THE POLICIES..............................................................................18
         Underwriting and Issuance..........................................................................18
         -Minimum Requirements for Issuance of a Policy.....................................................18
         -Premium Payments..................................................................................18
         Allocation of Cash Value...........................................................................18
         Short-Term Right to Cancel Policy..................................................................18
POLICY CHARGES..............................................................................................19
         Deductions from Premiums...........................................................................19
         Surrender Charges..................................................................................19
         -Reductions to Surrender Charges...................................................................20
         Deductions from Cash Value.........................................................................20
         -Monthly Cost of Insurance.........................................................................20
         -Monthly Administrative Charge.....................................................................21
         -Increase Charge...................................................................................21
         Deductions from the Sub-Accounts...................................................................21
HOW THE CASH VALUE VARIES...................................................................................21
         How the Investment Experience is Determined........................................................21
         Net Investment Factor..............................................................................22
         Valuation of Assets................................................................................22
         Determining the Cash Value.........................................................................22
         Valuation Periods and Valuation Dates..............................................................22
SURRENDERING THE POLICY FOR CASH............................................................................22
         Right to Surrender.................................................................................22
         Cash Surrender Value...............................................................................23
         Partial Surrenders.................................................................................23
         Maturity Proceeds..................................................................................23
         Income Tax Withholding.............................................................................23
POLICY LOANS................................................................................................23
         Taking a Policy Loan...............................................................................23
         Effect on Investment Performance...................................................................24
         Interest...........................................................................................24
         Effect on Death Benefit and Cash Value.............................................................24
         Repayment..........................................................................................24
</TABLE>

                                        5
<PAGE>   13
<TABLE>
<S>                                                                                                         <C>
HOW THE DEATH BENEFIT VARIES................................................................................25
         Calculation of the Death Benefit...................................................................25
         Proceeds Payable on Death..........................................................................25
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY................................................................25
CHANGES OF INVESTMENT POLICY................................................................................26
GRACE PERIOD................................................................................................26
         -First Three Policy Years..........................................................................26
         -Policy Years Four and After.......................................................................26
         -All Policy Years..................................................................................26
REINSTATEMENT...............................................................................................26
THE FIXED ACCOUNT OPTION....................................................................................27
CHANGES IN EXISTING INSURANCE COVERAGE......................................................................27
         Specified Amount Increases.........................................................................27
         Specified Amount Decreases.........................................................................28
         Changes in the Death Benefit Option................................................................28
OTHER POLICY PROVISIONS.....................................................................................28
         Policy Owner.......................................................................................28
         Beneficiary........................................................................................28
         Assignment.........................................................................................28
         Incontestability...................................................................................29
         Error in Age or Sex................................................................................29
         Suicide............................................................................................29
         Nonparticipating Policies..........................................................................29
LEGAL CONSIDERATIONS........................................................................................29
DISTRIBUTION OF THE POLICIES................................................................................29
CUSTODIAN OF ASSETS.........................................................................................30
TAX MATTERS.................................................................................................30
         Policy Proceeds....................................................................................30
         Taxation of the Company............................................................................31
         Other Considerations...............................................................................31
THE COMPANY.................................................................................................31
COMPANY MANAGEMENT..........................................................................................31
         Directors of the Company...........................................................................32
         Executive Officers of the Company..................................................................32
OTHER CONTRACTS ISSUED BY THE COMPANY.......................................................................33
STATE REGULATION............................................................................................33
REPORTS TO POLICY OWNERS....................................................................................33
ADVERTISING.................................................................................................33
LEGAL PROCEEDINGS...........................................................................................34
EXPERTS.....................................................................................................34
REGISTRATION STATEMENT......................................................................................34
LEGAL OPINIONS..............................................................................................34
APPENDIX 1..................................................................................................35
APPENDIX 2..................................................................................................36
APPENDIX 3..................................................................................................53
PERFORMANCE TABLES..........................................................................................54
FINANCIAL STATEMENTS........................................................................................58
</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.


                                        6
<PAGE>   14
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                             SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

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

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

Under certain conditions, a Policy may become a modified endowment contract as a
result of a material change or a reduction in benefits as defined by the
Internal Revenue Code ("Code"). Excess premiums paid may also cause the Policy
to become a modified endowment contract. The Company will monitor premiums paid
and other policy transactions and will notify the Policy Owner when the Policy's
non-modified endowment contract status is in jeopardy (see "Tax Matters").

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner selects the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). When the Policy is
issued, the Net Premiums will be allocated to the Nationwide Separate Account
Trust Money Market Fund sub-account (for any Net Premiums allocated to a
sub-account on the application) in 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. Assets of each sub-account are invested at net asset value in
shares of a corresponding underlying Mutual Fund. For a description of the
underlying Mutual Fund options and their investment objectives, see "Investments
of the Variable Account."

THE FIXED ACCOUNT

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

DEDUCTIONS AND CHARGES

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

The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment. On a current basis, the sales load is
reduced to 1.5% on any portion of the annual premium paid in excess of the
annual Break Point Premium. The total sales load actually deducted from any
Policy will be equal to the sum of this front-end sales load plus any sales
surrender charge that may be deducted from Policies that are surrendered.

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

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

       1.     monthly cost of insurance; plus

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

                                        7
<PAGE>   15
       3.     an administrative expense charge.  This charge is $25 per month 
              in the first year and $5 per month in renewal years.  The charge 
              in renewal years may be increased at the sole discretion of the 
              Company but may not exceed $7.50 per month; plus
       4.     an increase charge per $1000 applied to any increase in the
              Specified Amount. The increase charge is $2.04 per year per $1000
              and is shown on the Policy data page. This charge is designed to
              cover the costs associated with increasing the Specified Amount
              (see "Policy Charges"). This charge will be deducted on each
              Monthly Anniversary Day for the first 12 months after the increase
              becomes effective.

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

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

                    Initial Specified Amount $50,000-$99,999
<TABLE>
<CAPTION>

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

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

<TABLE>
<CAPTION>

                                             Management       Other        Total
                                                Fees         Expenses    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              0.71%         0.08%        0.79%
Portfolio

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          0.84%         0.10%        0.94%
Trust-Growth Portfolio

Neuberger & Berman Advisers Management          0.65%         0.10%        0.75%
Trust-Limited Maturity Bond Portfolio

Neuberger & Berman Advisers Management          0.85%         0.30%        1.15%
Trust-Partners Portfolio

</TABLE>




                                        8
<PAGE>   16
<TABLE>
<CAPTION>

                                             Management       Other        Total
                                                Fees         Expenses    Expenses

<S>                                          <C>             <C>         <C>
Oppenheimer Variable Account Funds-Bond       0.75%           0.05%       0.80%
Fund

Oppenheimer Variable Account Funds -          0.74%           0.15%       0.89%
Global Securities Fund

Oppenheimer Variable Account Funds -          0.74%           0.03%       0.77%
Multiple Strategies

Strong Special Fund II, Inc.                  1.00%           0.20%       1.20%

Strong Variable Insurance Funds, Inc.-        1.00%           0.31%       1.31%
Discovery Fund II, Inc.

Strong Variable Insurance Funds, Inc.-        1.00%           0.97%       1.97%
International Stock Fund II

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        0.79%           0.15%       0.94%
and Natural Resources Fund

Van Eck Worldwide Insurance Trust-            0.80%           0.16%       0.96%
Worldwide Bond Fund

Van Kampen American Capital Life              1.00%           1.90%       2.90%
Investment Trust- Real Estate Securities
Fund

Warburg Pincus Trust-International            1.00%           0.44%       1.44%
Equity Portfolio

Warburg Pincus Trust-Small Company            0.90%           0.35%       1.25%
Growth Portfolio
</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 are more fully described in the prospectuses for each
individual underlying Mutual Fund. The management fees and other expenses, some
of which may be subject to fee waivers or expense reimbursement, 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.

PREMIUMS

The minimum Initial Premium for which a Policy may be issued is equal to three
minimum monthly premiums. A policy may be issued to an Insured up to age 80.

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

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

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

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

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

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

                                       9
<PAGE>   17
                        NATIONWIDE LIFE INSURANCE COMPANY

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

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

                              THE VARIABLE ACCOUNT

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

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

Net Premium payments and Cash Value are allocated within the Variable Account
among one or more sub-accounts (see "Tax Matters"). The assets of each
sub-account are used to purchase shares of the underlying Mutual 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 Net Premiums
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account (see "Allocation of Cash Value"). During the period in which the Policy
Owner may exercise his or her short-term right to cancel the Policy, all Net
Premiums not allocated to the Fixed Account are placed in the Nationwide
Separate Account Trust Money Market Fund sub-account. At the end of this period,
the Cash Value in that sub-account will be transferred to the Variable Account
sub-accounts based on the Fund allocation factors. Any subsequent Net Premiums
received after this period will be allocated based on the Fund allocation
factors.

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

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.

Additional Premium payments, upon acceptance, will be allocated to the
Nationwide Separate Account Money Market Fund unless the Policy Owner specifies
otherwise (see "Premium Payments").

Each of the underlying Mutual Fund options is a registered investment company
which receives investment advice from a registered investment adviser:

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

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


                                       10
<PAGE>   18
     3)   Fidelity Variable Insurance Products Fund, managed by Fidelity
          Management & Research Company;
  
     4)   Fidelity Variable Insurance Products Fund II, managed by Fidelity
          Management & Research Company;

     5)   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., a member of the Twentieth Century Family of
          Mutual Funds;

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

     12)  Van Kampen American Capital Life Investment Trust managed by Van
          Kampen American Capital 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. More detailed information may be found in the
current prospectus for each underlying Mutual Fund option. A prospectus for the
underlying Mutual Fund option(s) being considered must accompany this prospectus
and should be read in conjunction herewith.

DREYFUS

- -      DREYFUS STOCK INDEX FUND
       Dreyfus Stock Index Fund 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, Dreyfus Life and Annuity Index Fund began doing business as 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.

- -      DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
       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.  Dreyfus Corporation serves as the Fund's investment advisor.  
       Tiffany Capitol 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.

FIDELITY 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: Seeks 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
       portfolio's manager will seek high current income normally by investing
       the Portfolio'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-backed securities.
       - up to 20% in common stocks and other equity securities when consistent
         with the Portfolio's primary objective or acquired as part of a unit 
         combining fixed-income and equity securities. 


                                       11
<PAGE>   19
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 Portfolio 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 Portfolio'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 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 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 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., 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.

                                       12
<PAGE>   20
- -      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.

- -      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.

- -      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 contracted with 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. The sub-advisers
       were chosen because they utilize a number of different investment styles
       when investing in small company stocks. By utilizing a number of
       investment styles, NFS hopes to increase prospects for investment return
       and to reduce market risk and volatility.

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. As a secondary
       objective, it also seeks to enhance its total return through capital
       appreciation when market factors, such as falling interest rates and
       rising bond prices, indicate that capital appreciation may be available
       without significant risk to principal. It seeks to achieve its objectives
       through investments in a diversified portfolio of limited maturity debt
       securities. The Portfolio invests in securities which are at least
       investment grade and does not invest in junk bonds.

- -      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.

                                       13
<PAGE>   21
- -      OPPENHEIMER 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.

- -      OPPENHEIMER 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.

- -      OPPENHEIMER 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. is a diversified, open-end management company
commonly called a Mutual Fund. The Special Fund II, Inc. 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 insurance policies. Strong Capital Management Inc. (the "Advisor") is the
investment advisor for the Fund.

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

STRONG VARIABLE INSURANCE FUNDS, INC.

Strong Variable Insurance Funds, Inc. ("Corporation") is an open-end management
investment company, commonly referred to as a Mutual Fund. Incorporated in the
State of Wisconsin, the Corporation has been authorized to issue shares of
common stock and series and classes of series of common stock. The International
Stock Fund II and The Strong Discovery Fund II, Inc. ("Funds") are offered by
the Corporation to insurance company separate accounts for the purpose of
funding variable life insurance policies and variable annuity contracts. Strong
Capital Management, Inc. is the investment advisor to the Funds.

- -      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 the
       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.

- -      INTERNATIONAL STOCK FUND II

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

TCI PORTFOLIOS, INC., A 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 



                                       14
<PAGE>   22
     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 (FORMERLY VAN ECK INVESTMENT 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.

- -    WORLDWIDE BOND FUND (FORMERLY GLOBAL BOND FUND) Investment Objective: To
     seek high total return through a flexible policy of investing globally,
     primarily in debt securities. The Fund does not invest in junk bonds.

VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST

     The 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, 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 


                                       15
<PAGE>   23
     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 underlying Mutual Funds.
The distribution of additional shares will not affect the number of Accumulation
Units attributable to a particular Policy (see "Allocation of Cash Value").

TRANSFERS

After the first Policy Anniversary, the Policy Owner may annually transfer a
portion of the value of the Variable Account to the Fixed Account, without
penalty or adjustment. The Policy Owner may request a transfer of up to 100% of
the Cash Value from the Variable Account to the Fixed Account. The Company
reserves the right to restrict transfers to the Fixed Account to 25% of the Cash
Value. The Policy Owner's Cash Value in each sub-account will be determined as
of the date the transfer request is received in the home office in good order.

The Policy Owner may transfer a portion of the value of the Fixed Account to the
Variable Account once each Policy Year, without penalty or adjustment. The
Policy Owner may request a transfer of up to 100% of the Cash Value in the Fixed
Account to the Variable sub-accounts. The Company reserves the right to restrict
the amounts of such transfers to 25% of the Cash Value in the Fixed Account.

Transfers may be made either in writing or, in states allowing such transfers,
by telephone. In states allowing telephone transfers, and if the Owner so
elects, the Company will also permit the Policy Owner to utilize the Telephone
Exchange Privilege for exchanging amounts among sub-account options. 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
determine to 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


                                       16
<PAGE>   24
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" above). 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 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 Net Premium payments under the Policy. No
substitution of securities in the Variable Account may take place without prior
approval of the Securities and Exchange Commission, and under such requirements
as it and any state insurance department may impose.

VOTING RIGHTS

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

In accordance with its view of present applicable law, the Company will vote the
shares of the underlying Mutual Funds held in the Variable Account at regular
and special meetings of the shareholders of the underlying Mutual Funds 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.

The Company will vote underlying Mutual Fund shares in accordance with
instructions received from the Policy Owners. Underlying Mutual Fund shares held
by the Company or by the Variable Account as to which no timely instructions are
received will be voted by the Company in the same proportion as the voting
instructions which are received.

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 


                                       17
<PAGE>   25
purposes; or (3) enter into or refrain from entering into any advisory
agreement or underwriting contract, if required by any insurance regulatory
authority.

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

The Policies are designed to provide life insurance coverage and the flexibility
to vary the amount and frequency of premium payments. At issue, the Policy Owner
selects the initial Specified Amount and premium. The minimum Specified Amount
is $50,000 ($100,000 in Pennsylvania and New Jersey). Policies may be issued to
Insureds with issue ages 80 or younger. Before issuing any Policy, the Company
requires satisfactory evidence of insurability which may include a medical
examination.

- -Premium Payments

The Initial Premium for a Policy is payable in full at the Company's home
office. Upon payment of an initial premium, temporary insurance may be provided,
subject to a maximum amount. The effective date of permanent insurance coverage
is dependent upon completion of all underwriting requirements, payment of
Initial Premium, and delivery of the policy while the Insured is still living.

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

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

ALLOCATION OF CASH VALUE

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

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

SHORT-TERM RIGHT TO CANCEL POLICY

A Policy may be returned for cancellation and a full refund of premium within 10
days after the Policy is received, within 45 days after the application for
insurance is signed, or within 10 days after the Company mails or delivers a
Notice of Right of Withdrawal, whichever is latest. The Policy can be mailed or
delivered to the 

                                       18
<PAGE>   26
registered representative who sold it, or to the Company. Immediately after such
mailing or delivery, the Policy will be deemed void from the beginning. The
Company will refund the total premiums paid within seven days after it receives
the Policy.

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment. On a current basis, the sales load is
reduced to 1.5% on any portion of the annual premium paid in excess of the
annual Break Point Premium. The total sales load actually deducted from any
Policy will be equal to the sum of this front-end sales load plus any sales
surrender charge that may be deducted from Policies that are surrendered.

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

SURRENDER CHARGES

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

                    Initial Specified Amount $50,000-$99,999
<TABLE>
<CAPTION>

      Issue          Male              Female          Male         Female
       Age         Non-Tobacco       Non-Tobacco     Standard      Standard
      -----        -----------       -----------     --------      --------
<S>                <C>               <C>             <C>           <C>
        25         $ 7.776           $ 7.521         $ 8.369       $ 7.818
        35           8.817             8.398           9.811         8.891
        45          12.191            11.396          13.887        12.169
        55          15.636            14.011          18.415        15.116
        65          22.295            19.086          26.577        20.641
</TABLE>

                       Initial Specified Amount $100,000+
<TABLE>
<CAPTION>

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

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

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

      Issue              Specified Amounts             Specified Amounts
       Age               less than $100,000             $100,000 or more
      -----              ------------------            -----------------

<S>                      <C>                           <C>
       0-35                    $6.00                        $4.00
      36-55                     7.50                         5.00
      56-80                     7.50                         6.50
</TABLE>

The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records. The Company does not expect to profit from the underwriting surrender
charges. The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies. Unrecovered expenses are borne by the

                                       19
<PAGE>   27
Company's general assets which may include profits, if any, from mortality and
expense risk charges (see "Deductions from the Sub-Accounts"). Additional
premiums and/or income earned on assets in the Variable Account have no effect
on these charges. The remainder of the Surrender Charge which is not
attributable to the underwriting surrender charge component represents the sales
surrender charge component. In no event will this component exceed 26-1/2% of
the lesser of the Guideline Level Premium required in the first year or the
premiums actually paid in the first year. The purpose of the sales surrender
charge component is to reimburse the Company for some of the expenses incurred
in the distribution of the Policies. The Company also deducts 3.5% of each
premium for sales load (see "Deductions from Premiums").

- -Reductions to Surrender Charges

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

<TABLE>
<CAPTION>

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

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

DEDUCTIONS FROM CASH VALUE

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

       1.     monthly cost of insurance charges; plus

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

       3.     monthly administrative expense charge; plus

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

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

- -Monthly Cost of Insurance

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

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

Monthly cost of insurance rates will not exceed those guaranteed in the Policy.
Guaranteed cost of insurance rates for Policies issued on Specified Amounts less
than $100,000 are based on the 1980 Commissioners Extended Term Mortality Table,
Age Last Birthday (1980 CET). Guaranteed cost of insurance rates for Policies
issued on Specified Amounts $100,000 or more are based on the 1980 Commissioners
Standard Ordinary Mortality Table, Age Last Birthday (1980 CSO). Guaranteed cost
of insurance rates for Policies issued on a substandard basis are based on
appropriate percentage multiples of the 1980 CSO. These mortality tables are sex
distinct. In addition, separate mortality tables will be used for standard and
non-tobacco.

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

The rate class of an Insured may affect the cost of insurance rate. The Company
currently places Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise identical Policy,
an Insured in the standard rate class will have a lower cost of insurance than
an Insured in a 

                                       20
<PAGE>   28
rate class with higher mortality risks. The Company may also issue certain
Policies on a "Non Medical" basis to certain categories of individuals. Due to
the underwriting criteria established for Policies issued on a Non Medical
basis, actual rates will be higher than the current cost of insurance rates
being charged under Policies that are medically underwritten.

- -Monthly Administrative Charge

The Company deducts a monthly Administrative Expense Charge to reimburse it for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy Owners. This charge is designed only to
reimburse the Company for certain actual administrative expenses. The Company
does not expect to recover from this charge any amount in excess of aggregate
maintenance expenses. Currently, this charge is $25 per month in the first year,
$5 per month in renewal years. The Company may at its sole discretion increase
this charge. However, the Company guarantees that this charge will never exceed
$7.50 per month in renewal years.

- -Increase Charge

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

To compensate the Company for assuming these risks associated with the Policies,
the Company deducts on a daily basis from the assets of the Variable Account a
charge to provide for mortality and expense risks. This charge is equivalent to
an annual effective rate of 0.80% of the daily net assets of the Variable
Account. On each Policy Anniversary beginning with the 10th, the mortality and
expense risk charge is reduced to 0.50% on an annual basis of the daily net
assets of the Variable Account, provided the Cash Surrender Value is $25,000 or
more on such anniversary. To the extent that future levels of mortality and
expenses are less than or equal to those expected, the Company may realize a
profit from this charge. The Surrender Charge may be insufficient to recover
certain expenses related to the sale of the Policies. Unrecovered expenses are
born by the Company's general assets which may include profits, if any, from
mortality and expense risk charges (see "Surrender Charges").

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

                            HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

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

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


                                       21
<PAGE>   29
Period. The value of an Accumulation Unit may increase or decrease from
Valuation Period to Valuation Period. The number of Accumulation Units will not
change as a result of investment experience.

NET INVESTMENT FACTOR

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

(a)    is the net of:

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

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

(b)    is the net of:

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

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

(c)    is a factor representing the daily Mortality and Expense Risk Charge
       deducted from the Variable Account. Such factor is equal to an annual
       rate of 0.80% of the daily net asset value of the Variable Account. On
       each Policy Anniversary beginning with the 10th, the mortality and
       expense risk charge is reduced to 0.50% on an annual basis of the daily
       net assets of the Variable Account, provided the Cash Surrender Value is
       $25,000 or more on such anniversary.

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

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

VALUATION OF ASSETS

Underlying Mutual Fund shares in the Variable Account will be valued at their
net asset value.

DETERMINING THE CASH VALUE

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

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

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

The Policy Owner may surrender the Policy in full at any time while the Insured
is living and receive its Cash Surrender Value. The cancellation will be
effective as of the date the Company receives a proper written 


                                       22
<PAGE>   30
request for cancellation and the Policy. Such written request must be signed
and, where permitted, the signature guaranteed by a member firm of the New York,
American, Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a
Commercial Bank or a Savings and Loan, which is a member of the Federal Deposit
Insurance Corporation. In some cases, the Company may require additional
documentation of a customary nature.

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

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

       1.     The minimum partial surrender is $500;

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

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

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

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

When a partial surrender is made, the Cash Value is reduced by the amount of the
partial surrender. Under Death Benefit Option 1, the Specified Amount is reduced
by the amount of the partial surrender, unless the Death Benefit is based on the
applicable percentage of Cash Value. In such a case, a partial surrender will
decrease the Specified Amount by the amount by which the partial surrender
exceeds the difference between the Death Benefit and Specified Amount.

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

MATURITY PROCEEDS

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

INCOME TAX WITHHOLDING

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

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

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

                                  POLICY LOANS
TAKING A POLICY LOAN

After the first Policy Year, the Policy Owner may take a Policy loan using the
Policy as security. Maximum Policy Indebtedness is limited to 90% of the Cash
Value less Surrender Charge less interest due on the next Policy Anniversary.
Maximum Policy Indebtedness, in Texas, is limited to 90% of the Cash Value in
the sub-accounts and 100% of the Cash Value in the Fixed Account less Surrender
Charge less interest due on the next 

                                       23
<PAGE>   31
Policy Anniversary. The Company will not grant a loan for an amount less than
$200. Should the Death Proceeds become payable, the Policy be surrendered, or
the Policy mature while a loan is outstanding, the amount of Policy Indebtedness
will be deducted from the death benefit, Cash Surrender Value or the maturity
value, respectively.

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

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

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

On a current basis, policy loans are credited with an annual effective rate of
5.1% during policy years 2 through 14 and an annual effective rate of 6% during
the 15th and subsequent policy years. The rate is guaranteed never to be lower
than 5.1%. The Company may change the current interest crediting rate on policy
loans at any time at its sole discretion. The loan interest rate is 6% per year
for all Policy loans. In the event that it is determined that such loans will be
treated, as a result of the differential between the interest crediting rate and
the loan interest rate, as taxable distributions under any applicable ruling,
regulation, or court decision, the Company retains the right to increase the net
cost (by decreasing the interest crediting rate) on all subsequent policy loans
to an amount that would result in the transaction being treated as a loan under
Federal tax law. If this amount is not prescribed by such ruling, regulation, or
court decision, the amount will be that which the Company considers to be more
likely to result in the transaction being treated as a loan under Federal tax
law.

Amounts transferred to the Policy Loan Account will earn interest daily from the
date of transfer. The earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary or
at the time of loan repayment. It will be allocated according to the Fund
allocation factors in effect at the time of the transfer.

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

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

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

REPAYMENT

All or part of the Indebtedness may be repaid at any time while the Policy is in
force during the Insured's lifetime. Any payment intended as a loan repayment,
rather than a premium payment, must be identified as such. Loan repayments will
be credited to the Variable sub-accounts and the Fixed Account in proportion to
the Policy Owner's underlying Mutual Fund allocation factors in effect at the
time of the repayment. Each 


                                       24
<PAGE>   32
repayment may not be less than $50. The Company reserves the right to require
that any loan repayments resulting from Policy loans transferred from the Fixed
Account must be first allocated to the Fixed Account.



                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

At issue, the Policy Owner selects the Specified Amount.

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

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

       The term "Applicable Percentage" means:

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

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


                    APPLICABLE PERCENTAGE OF CASH VALUE TABLE

<TABLE>
<CAPTION>

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


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

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

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

PROCEEDS PAYABLE ON DEATH

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

                                       25
<PAGE>   33
The Policy Owner may exchange the Policy for a flexible premium adjustable life
insurance policy offered by the Company on the Policy Date. The benefits for the
new policy will not vary with the investment experience of a separate account.
The exchange must be elected within 24 months from the Policy Date. No evidence
of insurability will be required.

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

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

                          CHANGES OF INVESTMENT POLICY

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

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

                                  GRACE PERIOD

- -First Three Policy Years

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

       (1)    Is the sum of all premiums paid to date minus any Policy
              Indebtedness, minus any partial surrenders, and minus any partial
              surrender fee; and

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

If (1) is less than (2) and the Cash Surrender Value is less than zero, a Grace
Period of 61 days from the Monthly Anniversary Day will be allowed for the
payment of sufficient premium to satisfy the Minimum Premium requirement. If
sufficient premium is not paid by the end of the Grace Period, the Policy will
lapse without value. In any event the Policy will not lapse as long as there is
a positive Cash Surrender Value.

- -Policy Years Four and After

If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current Policy Charges, a Grace Period of 61 days from the Monthly
Anniversary Day will be allowed for the payment of sufficient premium to cover
the current Policy Charges due plus an amount equal to three times the current
monthly deduction.

- -All Policy Years

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

                                  REINSTATEMENT

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

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

                                       26
<PAGE>   34
       2.     providing evidence of insurability satisfactory to the Company;

       3.     paying an amount of premium equal to the sum of the Minimum 
              Monthly Premiums missed since the beginning of the Grace Period, 
              if your Policy terminated in the first three policy years;

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

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

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

The effective date of a reinstated Policy will be the Monthly Anniversary Day on
or next following the date the application for reinstatement is approved by the
Company. If 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 lesser of:

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

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

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



                            THE FIXED ACCOUNT OPTION

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

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

                     CHANGES IN EXISTING INSURANCE COVERAGE

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

SPECIFIED AMOUNT INCREASES

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

       1.     the request must be applied for in writing;

       2.     satisfactory evidence of insurability must be provided;

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

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


                                       27
<PAGE>   35
       5.     age limits are the same as for a new issue.

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




SPECIFIED AMOUNT DECREASES

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

       1.     against insurance provided by the most recent increase;

       2.     against the next most recent increases successively; and

       3.     against insurance provided under the original application.

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

       1.     reduce the Specified Amount to less than $50,000 ($100,000 in New 
              Jersey); or

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

CHANGES IN THE DEATH BENEFIT OPTION

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

                             OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

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

ASSIGNMENT

While the Insured is living, the Policy Owner may assign his or her rights in
the Policy. The assignment must be in writing, signed by the Policy Owner and
recorded by the Company at its home office. Any assignment will 


                                       28
<PAGE>   36
not affect any payments made or actions taken by the Company before it was
recorded. The Company is not responsible for any assignment not submitted for
recording, nor is the Company responsible for the sufficiency or validity of any
assignment. The assignment will be subject to any Indebtedness owed to the
Company before it was recorded.

                                       29
<PAGE>   37
INCONTESTABILITY

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

ERROR IN AGE OR SEX

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

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

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

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

SUICIDE

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

NONPARTICIPATING POLICIES

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

                              LEGAL CONSIDERATIONS

On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from 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 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 first year commissions plus any expense allowance payments paid by the
Company on the sale of these policies provided by the General Distributor will
not exceed 80% of the target Premium plus 4% of any excess premium payments.
Gross renewal commissions in years 2-10 paid by the Company will not exceed 4%
of actual premium payment, and will not exceed 1% in years 11+.


                                       30
<PAGE>   38
                               CUSTODIAN OF ASSETS

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

                                   TAX MATTERS

POLICY PROCEEDS

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

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

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

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

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 underlying
Mutual Funds, transfers between underlying Mutual Funds, exchanges of underlying
Mutual Funds or changes in investment objectives of underlying Mutual Funds such
that the Policy would no longer qualify as life insurance under Section 7702 of
the Code, the Company will take whatever steps are available to remain in
compliance.

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

A total surrender or cancellation of the Policy by lapse or the maturity of the
Policy on its Maturity Date may have adverse tax consequences. If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the premiums
paid into the Policy, the excess 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.

                                       31
<PAGE>   39
TAXATION OF THE COMPANY

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

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

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

OTHER CONSIDERATIONS

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

                                   THE COMPANY

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

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

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

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

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

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

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

                               COMPANY MANAGEMENT

Nationwide Life Insurance Company, together with Nationwide Mutual Insurance
Company, Nationwide 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
affiliate 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.

                                       32
<PAGE>   40
DIRECTORS OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Harold W. Weihl                      1990     Farm Owner and Operator, Weihl Farm (1)

 ......................................
*Member, Executive Committee                  +Member, Investment Committee
</TABLE>

(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. Gasper, Holloway, McFerson, Miller, Patterson and Shisler are directors
of Nationwide Corporation. Messrs. Fuellgraf, McFerson, Ms. Thomas and Mr. Weihl
are trustees of Nationwide Investing Foundation, a registered investment
company. Mr. McFerson is 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
</TABLE>


                                       33
<PAGE>   41
<TABLE>
<S>                                           <C>
Robert J. Woodward, Jr.                       Executive Vice President - Chief Investment Officer

James E. Brock                                Senior Vice President - Life Company Operations

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

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

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

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

Mr. Gasper is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company. 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 the amount of the current death benefit, the Cash
Value, and Cash Surrender Value, premiums paid and monthly charges deducted
since the last report, the amounts invested in the Fixed Account and in the
Variable Account and in each sub-account of the Variable Account, and any Policy
Indebtedness.

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

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

                                   ADVERTISING

The Company is also ranked and rated by independent financial rating services,
including 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.


                                       34
<PAGE>   42
                                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.

                                       35
<PAGE>   43
                                   APPENDIX 1

                                 ILLUSTRATION OF
                                SURRENDER CHARGES


Example 1: A female non-tobacco, age 45, purchases a Policy with a Specified
Amount of $50,000 and a Scheduled Premium of $750. She now wishes to surrender
the Policy during the first Policy year. By using the initial surrender charge
table reproduced below, (also see "Surrender Charges") the total surrender
charge per thousand multiplied by the Specified Amount expressed in thousands
equals the total surrender charge of $569.80 ($11.396 x 50=569.80). 

Example 2: A male non-tobacco, age 35, purchases a Policy with a Specified
Amount of $100,000 and a Scheduled Premium of $1100. He now wants to surrender
the Policy in the sixth Policy Year. The total initial surrender charge is
calculated using the method illustrated above. (surrender charge per 1000 6.817
x 100=681.70 maximum initial surrender charge). Because the fifth Policy Year
has been completed, the maximum initial surrender charge is reduced by
multiplying it by the applicable percentage factor from the "Reductions to
Surrender Charges" table below. (Also see "Reductions to Surrender Charges"). In
this case, $681.70 x 60%=$409.02. 

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

                    Initial Specified Amount $50,000-$99,999
<TABLE>
<CAPTION>

      Issue          Male              Female          Male         Female
       Age         Non-Tobacco       Non-Tobacco     Standard      Standard
      -----        -----------       -----------     --------      --------
<S>                <C>               <C>             <C>           <C>
        25         $ 7.776           $ 7.521         $ 8.369       $ 7.818
        35           8.817             8.398           9.811         8.891
        45          12.191            11.396          13.887        12.169
        55          15.636            14.011          18.415        15.116
        65          22.295            19.086          26.577        20.641
</TABLE>

                       Initial Specified Amount $100,000+
<TABLE>
<CAPTION>

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

                         Reduction to Surrender Charges

<TABLE>
<CAPTION>

                     Surrender Charge                         Surrender Charge
 Completed          as in % of Initial      Completed        as in % of Initial
Policy Years        Surrender Charges      Policy Years      Surrender Charges
- ------------        ------------------     ------------      ------------------
<S>                 <C>                    <C>               <C>

     0                   100%                5                   60%
     1                   100%                6                   50%
     2                    90%                7                   40%
     3                    80%                8                   30%
     4                    70%                9+                  0%
</TABLE>


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

<TABLE>
<CAPTION>

   COMPLETED        Surrender Charge         Completed       Surrender Charge         Completed        Surrender Charge
    Policy          as a % of Initial         Policy         as a % of Initial         Policy          as a % of Initial
     Years          Surrender Charges          Years         Surrender Charges          Years          Surrender Charges
   ---------        -----------------        ---------       -----------------          -----          -----------------
<S>                 <C>                      <C>             <C>                       <C>                   <C>
       0                    100%                 5                  60%                  10                     20%
       1                    100%                 6                  50%                  11                     15%
       2                     90%                 7                  40%                  12                     10%
       3                     80%                 8                  30%                  13                      5%
       4                     70%                 9                  25%                   14+                    0%
</TABLE>

The illustrations of current values in this prospectus are the same for
Pennsylvania. However, the illustrations of guaranteed values in this prospectus
do not reflect guaranteed maximum Surrender Charges which are spread out over 14
years. If this contract is issued in Pennsylvania, please contact the home
office for an illustration.

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

                                       36
<PAGE>   44
                                   APPENDIX 2

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

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


The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return. This is due
to the daily charges made against the assets of the sub-accounts for assuming
mortality and expense risks. The mortality and expense risk charges are
equivalent to an annual effective rate of 0.80% of the daily net asset value of
the Variable Account. On each Policy Anniversary beginning with the 10th, the
mortality and expense risk charge is reduced to 0.50% on an annual basis of the
daily net assets of the Variable Account, provided the Cash Surrender Value is
$25,000 or more on such anniversary. In addition, the net investment returns
also reflect the deduction of underlying Mutual Fund investment advisory fees
and other expenses which are equivalent to an annual effective rate of 1.00% of
the daily net asset value of the Variable Account. This effective rate is based
on the average of the fund expenses for the preceding year for all mutual fund
options available under the policy as of April 30, 1996. 

Considering current charges for mortality and expense risks and underlying
Mutual Fund expenses, gross annual rates of return of 0%, 6% and 12% correspond
to net investment experience at constant annual rates of -1.80%, 4.20% and
10.20%. On each Policy Anniversary beginning with the 10th, the gross annual
rates of return of 0%, 6%, and 12% correspond to net investment experience at
constant annual rates of -1.50%, 4.50%, and 10.50%, provided the Cash Surrender
Value is $25,000 or more on such anniversary. This is due to a guaranteed
reduction in the mortality and expense risk charge from an annual effective rate
of 0.80% to an annual effective rate of 0.50% if the aforementioned conditions
apply. 

The illustrations also reflect the fact that the Company makes monthly
charges for providing insurance protection. Current values reflect current cost
of insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy. The values shown are for Policies which are
issued as standard. Policies issued on a substandard basis would result in lower
Cash Values and Death benefits than those illustrated. The illustrations also
reflect the fact that the Company deducts a sales load from each premium
payment. Current values reflect a deduction of 3.5% of each premium payment up
to Break Point Premium and 1.5% of any excess. Guaranteed values reflect a
deduction of 3.5% of each premium payment. The illustrations also reflect the
fact that the Company deducts a charge for state premium taxes equal to 2.5% of
all premium payments. 

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

In addition, the illustrations reflect the fact that the Company deducts a
monthly administrative charge at the beginning of each Policy Month. This
monthly administrative expense charge is $25 per month in the first year, $5 per
month in renewal years. Current values reflect a current monthly administrative
expense charge of $5 in renewal years, and guaranteed values reflect the $7.50
maximum monthly administrative charge under the Policy in renewal years. The
illustrations also reflect the fact that no charges for federal or state income
taxes are currently made against the Variable Account. If such a charge is made
in the future, it will require a higher gross investment return than illustrated
in order to produce the net after-tax returns shown in the illustrations. 

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


                                       37
<PAGE>   45
                             DEATH BENEFIT OPTION 1
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>

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

                Premiums
               Paid Plus                  Cash                           Cash                               Cash
   Policy       Interest       Cash       Surr      Death      Cash      Surr       Death        Cash        Surr           Death
     Year          at 5%      Value      Value    Benefit     Value     Value      Benefit       Value       Value         Benefit
   ------      ---------      -----      -----    -------     -----     -----      -------       -----       -----         -------

<S>            <C>            <C>        <C>      <C>        <C>       <C>        <C>         <C>         <C>           <C>  
        1            788        240          0     50,000       268                 50,000         295           0          50,000
        2          1,614        704        130     50,000       781       207       50,000         861         287          50,000
        3          2,483      1,149        632     50,000     1,305       788       50,000       1,474         957          50,000
        4          3,394      1,570      1,111     50,000     1,835     1,376       50,000       2,132       1,673          50,000
        5          4,351      1,969      1,567     50,000     2,371     1,969       50,000       2,841       2,440          50,000
        6          5,357      2,345      2,001     50,000     2,915     2,570       50,000       3,607       3,263          50,000
        7          6,412      2,705      2,418     50,000     3,472     3,185       50,000       4,442       4,155          50,000
        8          7,520      3,042      2,813     50,000     4,037     3,807       50,000       5,348       5,118          50,000
        9          8,683      3,359      3,187     50,000     4,612     4,440       50,000       6,332       6,160          50,000
       10          9,905      3,655      3,655     50,000     5,197     5,197       50,000       7,405       7,405          50,000
       11         11,188      3,926      3,926     50,000     5,787     5,787       50,000       8,571       8,571          50,000
       12         12,535      4,170      4,170     50,000     6,384     6,384       50,000       9,839       9,839          50,000
       13         13,949      4,384      4,384     50,000     6,981     6,981       50,000      11,220      11,220          50,000
       14         15,434      4,563      4,563     50,000     7,578     7,578       50,000      12,721      12,721          50,000
       15         16,993      4,699      4,699     50,000     8,164     8,164       50,000      14,352      14,352          50,000
       16         18,630      4,795      4,795     50,000     8,743     8,743       50,000      16,130      16,130          50,000
       17         20,349      4,840      4,840     50,000     9,305     9,305       50,000      18,068      18,068          50,000
       18         22,154      4,826      4,826     50,000     9,843     9,843       50,000      20,182      20,182          50,000
       19         24,049      4,754      4,754     50,000    10,357    10,357       50,000      22,497      22,497          50,000
       20         26,039      4,613      4,613     50,000    10,838    10,838       50,000      25,037      25,037          50,000
       21         28,129      4,399      4,399     50,000    11,282    11,282       50,000      27,920      27,920          50,000
       22         30,323      4,102      4,102     50,000    11,679    11,679       50,000      31,115      31,115          50,000
       23         32,626      3,710      3,710     50,000    12,020    12,020       50,000      34,671      34,671          50,000
       24         35,045      3,211      3,211     50,000    12,294    12,294       50,000      38,646      38,646          50,000
       25         37,585      2,600      2,600     50,000    12,496    12,496       50,000      43,113      43,113          50,011
       26         40,252      1,862      1,862     50,000    12,614    12,614       50,000      48,081      48,081          55,293
       27         43,052        966        966     50,000    12,619    12,619       50,000      53,548      53,548          60,509
       28         45,992        (*)        (*)        (*)    12,503    12,503       50,000      59,572      59,572          66,125
       29         49,079        (*)        (*)        (*)    12,247    12,247       50,000      66,220      66,220          72,180
       30         52,321        (*)        (*)        (*)    11,827    11,827       50,000      73,567      73,567          78,717
</TABLE>


ASSUMPTIONS:

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

(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
      ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
      THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
      UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
      FOR ANY SINGLE POLICY YEAR.

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

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

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

                                       38
<PAGE>   46
                             DEATH BENEFIT OPTION 1
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 GUARANTEED  VALUES


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

                Premiums
               Paid Plus                Cash                             Cash                              Cash
   Policy       Interest    Cash        Surr       Death      Cash       Surr       Death       Cash       Surr           Death
     Year          at 5%   Value       Value     Benefit     Value      Value      Benefit      Value      Value         Benefit
   ------      ---------   -----       -----     -------     -----      -----      -------      -----      -----         -------

<S>            <C>         <C>         <C>       <C>         <C>        <C>        <C>        <C>        <C>           <C>  
        1            788     175           0      50,000       200          0       50,000        225          0          50,000
        2          1,614     538           0      50,000       605         31       50,000        676        102          50,000
        3          2,483     877         360      50,000     1,010        493       50,000      1,155        639          50,000
        4          3,394   1,191         732      50,000     1,412        953       50,000      1,663      1,204          50,000
        5          4,351   1,478       1,077      50,000     1,810      1,408       50,000      2,200      1,799          50,000
        6          5,357   1,737       1,393      50,000     2,201      1,856       50,000      2,769      2,425          50,000
        7          6,412   1,964       1,677      50,000     2,581      2,294       50,000      3,368      3,082          50,000
        8          7,520   2,155       1,926      50,000     2,945      2,716       50,000      3,999      3,769          50,000
        9          8,683   2,306       2,134      50,000     3,289      3,117       50,000      4,658      4,486          50,000
       10          9,905   2,413       2,413      50,000     3,607      3,607       50,000      5,348      5,348          50,000
       11         11,188   2,471       2,471      50,000     3,893      3,893       50,000      6,066      6,066          50,000
       12         12,535   2,477       2,477      50,000     4,143      4,143       50,000      6,815      6,815          50,000
       13         13,949   2,429       2,429      50,000     4,352      4,352       50,000      7,596      7,596          50,000
       14         15,434   2,319       2,319      50,000     4,512      4,512       50,000      8,409      8,409          50,000
       15         16,993   2,140       2,140      50,000     4,613      4,613       50,000      9,253      9,253          50,000
       16         18,630   1,885       1,885      50,000     4,644      4,644       50,000     10,127     10,127          50,000
       17         20,349   1,542       1,542      50,000     4,592      4,592       50,000     11,029     11,029          50,000
       18         22,154   1,097       1,097      50,000     4,439      4,439       50,000     11,955     11,955          50,000
       19         24,049     534         534      50,000     4,165      4,165       50,000     12,902     12,902          50,000
       20         26,039     (*)         (*)         (*)     3,747      3,747       50,000     13,865     13,865          50,000
       21         28,129     (*)         (*)         (*)     3,161      3,161       50,000     14,843     14,843          50,000
       22         30,323     (*)         (*)         (*)     2,378      2,378       50,000     15,835     15,835          50,000
       23         32,626     (*)         (*)         (*)     1,368      1,368       50,000     16,841     16,841          50,000
       24         35,045     (*)         (*)         (*)        90         90       50,000     17,859     17,859          50,000
       25         37,585     (*)         (*)         (*)       (*)        (*)          (*)     18,885     18,885          50,000
       26         40,252     (*)         (*)         (*)       (*)        (*)          (*)     19,912     19,912          50,000
       27         43,052     (*)         (*)         (*)       (*)        (*)          (*)     20,928     20,928          50,000
       28         45,992     (*)         (*)         (*)       (*)        (*)          (*)     21,916     21,916          50,000
       29         49,079     (*)         (*)         (*)       (*)        (*)          (*)     22,861     22,861          50,000
       30         52,321     (*)         (*)         (*)       (*)        (*)          (*)     23,746     23,746          50,000
</TABLE>


ASSUMPTIONS:

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

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

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

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

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



                                       39
<PAGE>   47
                             DEATH BENEFIT OPTION 2
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 CURRENT VALUES


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

                Premiums
               Paid Plus               Cash                             Cash                                   Cash
   Policy       Interest     Cash      Surr       Death      Cash       Surr         Death        Cash         Surr        Death
     Year          at 5%    Value     Value     Benefit     Value      Value        Benefit       Value        Value      Benefit
   ------      ---------    -----     -----     -------     -----      -----        -------       -----        -----      -------

<S>            <C>          <C>       <C>       <C>         <C>        <C>          <C>         <C>          <C>        <C>  
        1            788      239         0      50,239       266          0         50,266         293            0       50,293
        2          1,614      700       126      50,700       776        202         50,776         856          282       50,856
        3          2,483    1,140       624      51,140     1,295        778         51,295       1,462          946       51,462
        4          3,394    1,555     1,096      51,555     1,816      1,357         51,816       2,111        1,652       52,111
        5          4,351    1,944     1,543      51,944     2,341      1,939         52,341       2,805        2,403       52,805
        6          5,357    2,309     1,965      52,309     2,869      2,525         52,869       3,549        3,205       53,549
        7          6,412    2,655     2,368      52,655     3,406      3,119         53,406       4,355        4,068       54,355
        8          7,520    2,977     2,748      52,977     3,946      3,717         53,946       5,223        4,993       55,223
        9          8,683    3,275     3,103      53,275     4,490      4,318         54,490       6,158        5,986       56,158
       10          9,905    3,549     3,549      53,549     5,037      5,037         55,037       7,167        7,167       57,167
       11         11,188    3,794     3,794      53,794     5,582      5,582         55,582       8,251        8,251       58,251
       12         12,535    4,010     4,010      54,010     6,123      6,123         56,123       9,417        9,417       59,417
       13         13,949    4,191     4,191      54,191     6,655      6,655         56,655      10,667       10,667       60,667
       14         15,434    4,334     4,334      54,334     7,172      7,172         57,172      12,005       12,005       62,005
       15         16,993    4,428     4,428      54,428     7,664      7,664         57,664      13,428       13,428       63,428
       16         18,630    4,476     4,476      54,476     8,130      8,130         58,130      14,946       14,946       64,946
       17         20,349    4,469     4,469      54,469     8,558      8,558         58,558      16,559       16,559       66,559
       18         22,154    4,396     4,396      54,396     8,937      8,937         58,937      18,263       18,263       68,263
       19         24,049    4,260     4,260      54,260     9,265      9,265         59,265      20,068       20,068       70,068
       20         26,039    4,051     4,051      54,051     9,527      9,527         59,527      21,974       21,974       71,974
       21         28,129    3,764     3,764      53,764     9,717      9,717         59,717      23,984       23,984       73,984
       22         30,323    3,391     3,391      53,391     9,821      9,821         59,821      26,099       26,099       76,099
       23         32,626    2,922     2,922      52,922     9,823      9,823         59,823      28,402       28,402       78,402
       24         35,045    2,347     2,347      52,347     9,707      9,707         59,707      30,822       30,822       80,822
       25         37,585    1,668     1,668      51,668     9,467      9,467         59,467      33,369       33,369       83,369
       26         40,252      873       873      50,873     9,087      9,087         59,087      36,045       36,045       86,045
       27         43,052      (*)       (*)         (*)     8,530      8,530         58,530      38,831       38,831       88,831
       28         45,992      (*)       (*)         (*)     7,789      7,789         57,789      41,739       41,739       91,739
       29         49,079      (*)       (*)         (*)     6,843      6,843         56,843      44,767       44,767       94,767
       30         52,321      (*)       (*)         (*)     5,671      5,671         55,671      47,915       47,915       97,915
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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



                                       40
<PAGE>   48
                             DEATH BENEFIT OPTION 2
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 GUARANTEED  VALUES


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

                Premiums
               Paid Plus              Cash                             Cash                                 Cash
   Policy       Interest     Cash     Surr        Death      Cash      Surr     Death       Cash            Surr           Death
     Year          at 5%    Value    Value      Benefit     Value     Value    Benefit      Value           Value         Benefit
   ------      ---------    -----    -----      -------     -----     -----    -------      -----           -----         -------

<S>            <C>          <C>      <C>        <C>         <C>       <C>      <C>        <C>             <C>           <C>  
        1            788      173        0       50,173       197         0     50,197        223               0          50,223
        2          1,614      532        0       50,532       599        25     50,599        670              96          50,670
        3          2,483      866      350       50,866       997       481     50,997      1,141             624          51,141
        4          3,394    1,172      713       51,172     1,390       931     51,390      1,636           1,177          51,636
        5          4,351    1,450    1,048       51,450     1,775     1,373     51,775      2,156           1,755          52,156
        6          5,357    1,696    1,352       51,696     2,148     1,803     52,148      2,701           2,357          52,701
        7          6,412    1,908    1,621       51,908     2,505     2,218     52,505      3,267           2,980          53,267
        8          7,520    2,081    1,851       52,081     2,841     2,611     52,841      3,853           3,624          53,853
        9          8,683    2,210    2,038       52,210     3,149     2,976     53,149      4,455           4,283          54,455
       10          9,905    2,292    2,292       52,292     3,423     3,423     53,423      5,069           5,069          55,069
       11         11,188    2,323    2,323       52,323     3,657     3,657     53,657      5,691           5,691          55,691
       12         12,535    2,298    2,298       52,298     3,844     3,844     53,844      6,318           6,318          56,318
       13         13,949    2,216    2,216       52,216     3,979     3,979     53,979      6,946           6,946          56,946
       14         15,434    2,072    2,072       52,072     4,053     4,053     54,053      7,568           7,568          57,568
       15         16,993    1,857    1,857       51,857     4,056     4,056     54,056      8,175           8,175          58,175
       16         18,630    1,564    1,564       51,564     3,974     3,974     53,974      8,757           8,757          58,757
       17         20,349    1,187    1,187       51,187     3,797     3,797     53,797      9,301           9,301          59,301
       18         22,154      712      712       50,712     3,504     3,504     53,504      9,788           9,788          59,788
       19         24,049      128      128       50,128     3,077     3,077     53,077     10,199          10,199          60,199
       20         26,039      (*)      (*)          (*)     2,497     2,497     52,497     10,510          10,510          60,510
       21         28,129      (*)      (*)          (*)     1,743     1,743     51,743     10,699          10,699          60,699
       22         30,323      (*)      (*)          (*)       797       797     50,797     10,739          10,739          60,739
       23         32,626      (*)      (*)          (*)       (*)       (*)        (*)     10,605          10,605          60,605
       24         35,045      (*)      (*)          (*)       (*)       (*)        (*)     10,261          10,261          60,261
       25         37,585      (*)      (*)          (*)       (*)       (*)        (*)      9,665           9,665          59,665
       26         40,252      (*)      (*)          (*)       (*)       (*)        (*)      8,762           8,762          58,762
       27         43,052      (*)      (*)          (*)       (*)       (*)        (*)      7,486           7,486          57,486
       28         45,992      (*)      (*)          (*)       (*)       (*)        (*)      5,752           5,752          55,752
       29         49,079      (*)      (*)          (*)       (*)       (*)        (*)      3,471           3,471          53,471
       30         52,321      (*)      (*)          (*)       (*)       (*)        (*)        547             547          50,547
</TABLE>


ASSUMPTIONS:

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

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

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

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

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



                                       41
<PAGE>   49
                             DEATH BENEFIT OPTION 1
                  $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                  CURRENT VALUES


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

                Premiums
               Paid Plus               Cash                            Cash                                 Cash
   Policy       Interest     Cash      Surr       Death      Cash      Surr         Death       Cash        Surr           Death
     Year          at 5%    Value     Value     Benefit     Value     Value        Benefit      Value       Value         Benefit
   ------      ---------    -----     -----     -------     -----     -----        -------      -----       -----         -------

<S>            <C>          <C>       <C>       <C>       <C>       <C>          <C>         <C>         <C>           <C>  
        1          1,260      491         0      50,000       538         0         50,000        585           0          50,000
        2          2,583    1,191       498      50,000     1,323       630         50,000      1,461         768          50,000
        3          3,972    1,854     1,230      50,000     2,116     1,492         50,000      2,400       1,777          50,000
        4          5,431    2,476     1,921      50,000     2,913     2,358         50,000      3,406       2,852          50,000
        5          6,962    3,050     2,565      50,000     3,706     3,221         50,000      4,478       3,993          50,000
        6          8,570    3,577     3,161      50,000     4,499     4,083         50,000      5,626       5,211          50,000
        7         10,259    4,051     3,704      50,000     5,281     4,935         50,000      6,852       6,505          50,000
        8         12,032    4,462     4,185      50,000     6,046     5,769         50,000      8,157       7,880          50,000
        9         13,893    4,812     4,604      50,000     6,795     6,587         50,000      9,554       9,346          50,000
       10         15,848    5,093     5,093      50,000     7,519     7,519         50,000     11,050      11,050          50,000
       11         17,901    5,302     5,302      50,000     8,214     8,214         50,000     12,655      12,655          50,000
       12         20,056    5,429     5,429      50,000     8,873     8,873         50,000     14,381      14,381          50,000
       13         22,318    5,466     5,466      50,000     9,487     9,487         50,000     16,241      16,241          50,000
       14         24,694    5,401     5,401      50,000    10,044    10,044         50,000     18,252      18,252          50,000
       15         27,189    5,233     5,233      50,000    10,545    10,545         50,000     20,442      20,442          50,000
       16         29,808    4,951     4,951      50,000    10,977    10,977         50,000     22,837      22,837          50,000
       17         32,559    4,524     4,524      50,000    11,315    11,315         50,000     25,462      25,462          50,000
       18         35,447    3,949     3,949      50,000    11,554    11,554         50,000     28,453      28,453          50,000
       19         38,479    3,206     3,206      50,000    11,678    11,678         50,000     31,797      31,797          50,000
       20         41,663    2,277     2,277      50,000    11,668    11,668         50,000     35,567      35,567          50,000
       21         45,006    1,127     1,127      50,000    11,494    11,494         50,000     39,851      39,851          50,000
       22         48,517      (*)       (*)         (*)    11,120    11,120         50,000     44,760      44,760          50,000
       23         52,202      (*)       (*)         (*)    10,503    10,503         50,000     50,403      50,403          52,923
       24         56,073      (*)       (*)         (*)     9,597     9,597         50,000     56,622      56,622          59,453
       25         60,136      (*)       (*)         (*)     8,337     8,337         50,000     63,445      63,445          66,617
       26         64,403      (*)       (*)         (*)     6,647     6,647         50,000     70,925      70,925          74,471
       27         68,883      (*)       (*)         (*)     4,428     4,428         50,000     79,119      79,119          83,075
       28         73,587      (*)       (*)         (*)     1,557     1,557         50,000     88,092      88,092          92,497
       29         78,527      (*)       (*)         (*)       (*)       (*)            (*)     97,909      97,909         102,805
       30         83,713      (*)       (*)         (*)       (*)       (*)            (*)    108,641     108,641         114,074
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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



                                       42
<PAGE>   50
                             DEATH BENEFIT OPTION 1
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55
<TABLE>
<CAPTION>
                                GUARANTEED VALUES


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

                Premiums
               Paid Plus               Cash                           Cash                                 Cash
   Policy       Interest      Cash     Surr      Death     Cash       Surr         Death         Cash      Surr           Death
     Year          at 5%     Value    Value    Benefit    Value      Value        Benefit        Value     Value         Benefit
   ------      ---------     -----    -----    -------    -----      -----        -------        -----     -----         -------

<S>            <C>           <C>      <C>      <C>        <C>        <C>          <C>            <C>       <C>           <C>  
        1          1,260       286        0     50,000      327          0         50,000          368         0          50,000
        2          2,583       727       34     50,000      832        139         50,000          942       249          50,000
        3          3,972     1,107      484     50,000    1,305        681         50,000        1,522       898          50,000
        4          5,431     1,424      870     50,000    1,741      1,186         50,000        2,103     1,548          50,000
        5          6,962     1,669    1,184     50,000    2,129      1,644         50,000        2,678     2,193          50,000
        6          8,570     1,836    1,421     50,000    2,460      2,044         50,000        3,239     2,824          50,000
        7         10,259     1,917    1,571     50,000    2,723      2,377         50,000        3,780     3,433          50,000
        8         12,032     1,898    1,621     50,000    2,901      2,624         50,000        4,284     4,007          50,000
        9         13,893     1,765    1,557     50,000    2,976      2,768         50,000        4,736     4,528          50,000
       10         15,848     1,504    1,504     50,000    2,928      2,928         50,000        5,120     5,120          50,000
       11         17,901     1,100    1,100     50,000    2,737      2,737         50,000        5,416     5,416          50,000
       12         20,056       537      537     50,000    2,377      2,377         50,000        5,602     5,602          50,000
       13         22,318       (*)      (*)        (*)    1,824      1,824         50,000        5,655     5,655          50,000
       14         24,694       (*)      (*)        (*)    1,041      1,041         50,000        5,540     5,540          50,000
       15         27,189       (*)      (*)        (*)      (*)        (*)            (*)        5,215     5,215          50,000
       16         29,808       (*)      (*)        (*)      (*)        (*)            (*)        4,617     4,617          50,000
       17         32,559       (*)      (*)        (*)      (*)        (*)            (*)        3,664     3,664          50,000
       18         35,447       (*)      (*)        (*)      (*)        (*)            (*)        2,246     2,246          50,000
       19         38,479       (*)      (*)        (*)      (*)        (*)            (*)          219       219          50,000
</TABLE>



ASSUMPTIONS:

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

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

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

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

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



                                       43
<PAGE>   51
                             DEATH BENEFIT OPTION 2
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                 CURRENTD  VALUES


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

                Premiums
               Paid Plus              Cash                             Cash                                  Cash
   Policy       Interest     Cash     Surr        Death     Cash       Surr     Death        Cash            Surr           Death
     Year          at 5%    Value    Value      Benefit    Value      Value    Benefit       Value           Value         Benefit
   ------      ---------    -----    -----      -------    -----      -----    -------       -----           -----         -------

<S>            <C>          <C>      <C>        <C>        <C>        <C>      <C>         <C>             <C>           <C>  
        1          1,260      486        0       50,486      532          0     50,532         579               0          50,579
        2          2,583    1,176      483       51,176    1,306        613     51,306       1,443             750          51,443
        3          3,972    1,823    1,199       51,823    2,080      1,457     52,080       2,360           1,736          52,360
        4          5,431    2,423    1,868       52,423    2,849      2,295     52,849       3,331           2,777          53,331
        5          6,962    2,967    2,482       52,967    3,603      3,118     53,603       4,351           3,866          54,351
        6          8,570    3,456    3,040       53,456    4,342      3,926     54,342       5,426           5,010          55,426
        7         10,259    3,883    3,536       53,883    5,055      4,709     55,055       6,551           6,204          56,551
        8         12,032    4,236    3,959       54,236    5,730      5,453     55,730       7,718           7,441          57,718
        9         13,893    4,518    4,310       54,518    6,366      6,158     56,366       8,933           8,725          58,933
       10         15,848    4,719    4,719       54,719    6,950      6,950     56,950      10,190          10,190          60,190
       11         17,901    4,836    4,836       54,836    7,474      7,474     57,474      11,485          11,485          61,485
       12         20,056    4,860    4,860       54,860    7,926      7,926     57,926      12,814          12,814          62,814
       13         22,318    4,780    4,780       54,781    8,290      8,290     58,290      14,167          14,167          64,167
       14         24,694    4,588    4,588       54,588    8,551      8,551     58,551      15,533          15,533          65,533
       15         27,189    4,284    4,284       54,284    8,705      8,705     58,705      16,914          16,914          66,914
       16         29,808    3,859    3,859       53,859    8,734      8,734     58,734      18,298          18,298          68,298
       17         32,559    3,285    3,285       53,285    8,603      8,603     58,603      19,655          19,655          69,655
       18         35,447    2,565    2,565       52,565    8,305      8,305     58,305      20,982          20,982          70,982
       19         38,479    1,689    1,689       51,689    7,820      7,820     57,820      22,261          22,261          72,261
       20         41,663      647      647       50,647    7,129      7,129     57,129      23,476          23,476          73,476
       21         45,006      (*)      (*)          (*)    6,198      6,198     56,198      24,594          24,594          74,594
       22         48,517      (*)      (*)          (*)    4,990      4,990     54,990      25,580          25,580          75,580
       23         52,202      (*)      (*)          (*)    3,470      3,470     53,470      26,476          26,476          76,476
       24         56,073      (*)      (*)          (*)    1,605      1,605     51,605      27,172          27,172          77,172
       25         60,136      (*)      (*)          (*)      (*)        (*)        (*)      27,623          27,623          77,623
       26         64,403      (*)      (*)          (*)      (*)        (*)        (*)      27,775          27,775          77,775
       27         68,883      (*)      (*)          (*)      (*)        (*)        (*)      27,570          27,570          77,570
       28         73,587      (*)      (*)          (*)      (*)        (*)        (*)      26,951          26,951          76,951
       29         78,527      (*)      (*)          (*)      (*)        (*)        (*)      25,840          25,840          75,840
       30         83,713      (*)      (*)          (*)      (*)        (*)        (*)      24,147          24,147          74,147
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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



                                       44
<PAGE>   52
                             DEATH BENEFIT OPTION 2
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                 GUARENTEED  VALUES


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

                Premiums
               Paid Plus               Cash                                Cash                            Cash
   Policy       Interest     Cash      Surr        Death        Cash       Surr     Death     Cash         Surr           Death
     Year          at 5%    Value     Value      Benefit       Value      Value    Benefit    Value        Value         Benefit
   ------      ---------    -----     -----      -------       -----      -----    -------    -----        -----         -------

<S>            <C>          <C>       <C>        <C>           <C>        <C>      <C>        <C>          <C>           <C>  
        1          1,260      279         0       50,279         319          0     50,319      359            0          50,359
        2          2,583      706        13       50,706         809        116     50,809      917          224          50,917
        3          3,972    1,068       444       51,068       1,259        636     51,259    1,470          846          51,470
        4          5,431    1,359       805       51,359       1,662      1,108     51,662    2,009        1,454          52,009
        5          6,962    1,572     1,087       51,572       2,006      1,521     52,006    2,525        2,040          52,525
        6          8,570    1,700     1,285       51,700       2,281      1,865     52,281    3,006        2,590          53,006
        7         10,259    1,736     1,390       51,736       2,474      2,128     52,474    3,440        3,093          53,440
        8         12,032    1,667     1,390       51,667       2,568      2,290     52,568    3,806        3,529          53,806
        9         13,893    1,481     1,273       51,481       2,543      2,335     52,543    4,083        3,875          54,083
       10         15,848    1,167     1,167       51,167       2,381      2,381     52,381    4,247        4,247          54,247
       11         17,901      713       713       50,713       2,063      2,063     52,063    4,274        4,274          54,274
       12         20,056      110       110       50,110       1,570      1,570     51,570    4,137        4,137          54,137
       13         22,318      (*)       (*)          (*)         882        882     50,882    3,807        3,807          53,807
       14         24,694      (*)       (*)          (*)         (*)        (*)        (*)    3,247        3,247          53,247
       15         27,189      (*)       (*)          (*)         (*)        (*)        (*)    2,415        2,415          52,415
       16         29,808      (*)       (*)          (*)         (*)        (*)        (*)    1,252        1,252          51,252
</TABLE>


ASSUMPTIONS:

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

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

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

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

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



                                       45
<PAGE>   53
                             DEATH BENEFIT OPTION 1
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 CURRENT  VALUES


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

                Premiums
               Paid Plus                 Cash                               Cash                              Cash
   Policy       Interest       Cash      Surr        Death       Cash       Surr    Death        Cash         Surr           Death
     Year          at 5%      Value     Value      Benefit      Value      Value   Benefit       Value        Value         Benefit
   ------      ---------      -----     -----      -------      -----      -----   -------       -----        -----         -------

<S>            <C>          <C>       <C>        <C>          <C>       <C>       <C>        <C>          <C>           <C>  
        1          1,575        797         0      100,000        861          0   100,000         926           28         100,000
        2          3,229      1,797       899      100,000      1,982      1,085   100,000       2,176        1,278         100,000
        3          4,965      2,759     1,951      100,000      3,129      2,322   100,000       3,531        2,723         100,000
        4          6,788      3,685     2,967      100,000      4,305      3,587   100,000       5,004        4,286         100,000
        5          8,703      4,575     3,947      100,000      5,511      4,883   100,000       6,606        5,978         100,000
        6         10,713      5,432     4,894      100,000      6,749      6,211   100,000       8,354        7,816         100,000
        7         12,824      6,245     5,796      100,000      8,011      7,562   100,000      10,252        9,803         100,000
        8         15,040      7,003     6,644      100,000      9,287      8,928   100,000      12,305       11,946         100,000
        9         17,367      7,709     7,440      100,000     10,579     10,310   100,000      14,533       14,263         100,000
       10         19,810      8,354     8,354      100,000     11,880     11,880   100,000      16,945       16,945         100,000
       11         22,376      8,950     8,950      100,000     13,202     13,202   100,000      19,576       19,576         100,000
       12         25,069      9,506     9,506      100,000     14,554     14,554   100,000      22,459       22,459         100,000
       13         27,898     10,024    10,024      100,000     15,941     15,941   100,000      25,623       25,623         100,000
       14         30,868     10,486    10,486      100,000     17,347     17,347   100,000      29,174       29,174         100,000
       15         33,986     10,874    10,874      100,000     18,757     18,757   100,000      33,066       33,066         100,000
       16         37,261     11,193    11,193      100,000     20,176     20,176   100,000      37,346       37,346         100,000
       17         40,699     11,437    11,437      100,000     21,602     21,602   100,000      42,060       42,060         100,000
       18         44,309     11,592    11,592      100,000     23,021     23,021   100,000      47,257       47,257         100,000
       19         48,099     11,651    11,651      100,000     24,432     24,432   100,000      52,999       52,999         100,000
       20         52,079     11,621    11,621      100,000     25,841     25,841   100,000      59,365       59,365         100,000
       21         56,258     11,488    11,488      100,000     27,323     27,323   100,000      66,436       66,436         100,000
       22         60,646     11,223    11,223      100,000     28,782     28,782   100,000      74,305       74,305         100,000
       23         65,253     10,817    10,817      100,000     30,214     30,214   100,000      83,092       83,092         100,000
       24         70,091     10,243    10,243      100,000     31,602     31,602   100,000      92,865       92,865         108,653
       25         75,170      9,490     9,490      100,000     32,941     32,941   100,000     103,604      103,604         120,181
       26         80,504      8,545     8,545      100,000     34,228     34,228   100,000     115,401      115,401         132,711
       27         86,104      7,368     7,368      100,000     35,438     35,438   100,000     128,390      128,390         145,081
       28         91,984      5,942     5,942      100,000     36,565     36,565   100,000     142,708      142,708         158,406
       29         98,158      4,239     4,239      100,000     37,598     37,598   100,000     158,508      158,508         172,774
       30        104,641      2,209     2,209      100,000     38,510     38,510   100,000     175,964      175,964         188,282
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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



                                       46
<PAGE>   54
                             DEATH BENEFIT OPTION 1
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 GUARANTEED  VALUES


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

                Premiums
               Paid Plus               Cash                               Cash                               Cash
   Policy       Interest       Cash    Surr        Death       Cash       Surr      Death         Cash       Surr           Death
     Year          at 5%      Value   Value      Benefit      Value      Value     Benefit        Value      Value         Benefit
   ------      ---------      -----   -----      -------      -----      -----     -------        -----      -----         -------

<S>            <C>            <C>     <C>        <C>       <C>         <C>        <C>         <C>         <C>           <C>  
        1          1,575        749       0      100,000        812          0     100,000          875          0         100,000
        2          3,229      1,669     771      100,000      1,847        950     100,000        2,034      1,137         100,000
        3          4,965      2,546   1,739      100,000      2,900      2,092     100,000        3,283      2,475         100,000
        4          6,788      3,380   2,662      100,000      3,967      3,249     100,000        4,629      3,911         100,000
        5          8,703      4,169   3,540      100,000      5,048      4,420     100,000        6,081      5,453         100,000
        6         10,713      4,908   4,369      100,000      6,140      5,601     100,000        7,645      7,107         100,000
        7         12,824      5,594   5,145      100,000      7,237      6,788     100,000        9,330      8,881         100,000
        8         15,040      6,221   5,862      100,000      8,335      7,976     100,000       11,142     10,783         100,000
        9         17,367      6,783   6,514      100,000      9,428      9,159     100,000       13,091     12,822         100,000
       10         19,810      7,276   7,276      100,000     10,510     10,510     100,000       15,187     15,187         100,000
       11         22,376      7,692   7,692      100,000     11,574     11,574     100,000       17,442     17,442         100,000
       12         25,069      8,028   8,028      100,000     12,616     12,616     100,000       19,871     19,871         100,000
       13         27,898      8,279   8,279      100,000     13,631     13,631     100,000       22,494     22,494         100,000
       14         30,868      8,438   8,438      100,000     14,611     14,611     100,000       25,328     25,328         100,000
       15         33,986      8,495   8,495      100,000     15,546     15,546     100,000       28,480     28,480         100,000
       16         37,261      8,438   8,438      100,000     16,424     16,424     100,000       31,909     31,909         100,000
       17         40,699      8,254   8,254      100,000     17,232     17,232     100,000       35,646     35,646         100,000
       18         44,309      7,925   7,925      100,000     17,950     17,950     100,000       39,725     39,725         100,000
       19         48,099      7,429   7,429      100,000     18,557     18,557     100,000       44,188     44,188         100,000
       20         52,079      6,745   6,745      100,000     19,032     19,032     100,000       49,088     49,088         100,000
       21         56,258      5,853   5,853      100,000     19,352     19,352     100,000       54,492     54,492         100,000
       22         60,646      4,728   4,728      100,000     19,493     19,493     100,000       60,481     60,481         100,000
       23         65,253      3,349   3,349      100,000     19,429     19,429     100,000       67,156     67,156         100,000
       24         70,091      1,681   1,681      100,000     19,126     19,126     100,000       74,640     74,640         100,000
       25         75,170        (*)     (*)          (*)     18,539     18,539     100,000       83,081     83,081         100,000
       26         80,504        (*)     (*)          (*)     17,606     17,606     100,000       92,592     92,592         106,481
       27         86,104        (*)     (*)          (*)     16,247     16,247     100,000      103,074    103,074         116,473
       28         91,984        (*)     (*)          (*)     14,359     14,359     100,000      114,612    114,612         127,219
       29         98,158        (*)     (*)          (*)     11,816     11,816     100,000      127,334    127,334         138,794
       30        104,641        (*)     (*)          (*)      8,476      8,476     100,000      141,392    141,392         151,290
</TABLE>


ASSUMPTIONS:

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

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

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

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

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



                                       47
<PAGE>   55
                             DEATH BENEFIT OPTION 2
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 CURRENT  VALUES


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

                Premiums
               Paid Plus                 Cash                              Cash                               Cash
   Policy       Interest       Cash      Surr        Death      Cash       Surr      Death        Cash        Surr           Death
     Year          at 5%      Value     Value      Benefit     Value      Value     Benefit       Value       Value         Benefit
   ------      ---------      -----     -----      -------     -----      -----     -------       -----       -----         -------

<S>            <C>          <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>           <C>  
        1          1,575        794         0      100,794       858          0     100,858         922          25         100,922
        2          3,229      1,787       890      101,787     1,972      1,074     101,972       2,164       1,267         102,164
        3          4,965      2,739     1,931      102,739     3,107      2,299     103,107       3,505       2,698         103,505
        4          6,788      3,651     2,933      103,651     4,265      3,547     104,265       4,956       4,238         104,956
        5          8,703      4,524     3,895      104,524     5,446      4,818     105,446       6,527       5,899         106,527
        6         10,713      5,358     4,819      105,358     6,653      6,115     106,653       8,232       7,693         108,232
        7         12,824      6,142     5,694      106,143     7,874      7,425     107,874      10,069       9,621         110,069
        8         15,040      6,867     6,508      106,867     9,097      8,738     109,097      12,042      11,683         112,042
        9         17,367      7,532     7,262      107,532    10,322     10,053     110,322      14,162      13,893         114,162
       10         19,810      8,127     8,127      108,127    11,538     11,538     111,538      16,434      16,434         116,434
       11         22,376      8,667     8,667      108,667    12,759     12,759     112,759      18,885      18,885         118,885
       12         25,069      9,161     9,161      109,161    13,991     13,991     113,991      21,543      21,543         121,543
       13         27,898      9,610     9,610      109,610    15,237     15,237     115,237      24,428      24,428         124,428
       14         30,868      9,994     9,994      109,994    16,476     16,476     116,476      27,542      27,542         127,542
       15         33,986     10,294    10,294      110,294    17,686     17,686     117,686      30,979      30,979         130,979
       16         37,261     10,515    10,515      110,515    18,870     18,870     118,870      34,693      34,693         134,693
       17         40,699     10,650    10,650      110,650    20,017     20,017     120,017      38,703      38,703         138,703
       18         44,309     10,683    10,683      110,683    21,109     21,109     121,109      43,021      43,021         143,021
       19         48,099     10,609    10,609      110,609    22,137     22,137     122,137      47,673      47,673         147,673
       20         52,079     10,435    10,435      110,435    23,102     23,102     123,102      52,698      52,698         152,698
       21         56,258     10,147    10,147      110,147    23,985     23,985     123,985      58,118      58,118         158,118
       22         60,646      9,715     9,715      109,715    24,751     24,751     124,751      63,938      63,938         163,938
       23         65,253      9,131     9,131      109,131    25,385     25,385     125,385      70,192      70,192         170,192
       24         70,091      8,369     8,369      108,369    25,930     25,930     125,930      76,891      76,891         176,891
       25         75,170      7,423     7,423      107,423    26,294     26,294     126,294      84,071      84,071         184,071
       26         80,504      6,286     6,286      106,286    26,460     26,460     126,460      91,774      91,774         191,774
       27         86,104      4,923     4,923      104,923    26,379     26,379     126,379     100,010     100,010         200,010
       28         91,984      3,329     3,329      103,329    26,030     26,030     126,030     108,826     108,826         208,826
       29         98,158      1,489     1,489      101,489    25,383     25,383     125,383     118,261     118,261         218,261
       30        104,641        (*)       (*)          (*)    24,382     24,382     124,382     128,338     128,338         228,338
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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



                                       48
<PAGE>   56
                             DEATH BENEFIT OPTION 2
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

<TABLE>
<CAPTION>
                                 GUARANTEED  VALUES


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

                Premiums
               Paid Plus                 Cash                            Cash                                Cash
   Policy       Interest       Cash      Surr      Death       Cash      Surr      Death         Cash        Surr           Death
     Year          at 5%      Value     Value    Benefit      Value     Value     Benefit        Value       Value         Benefit
   ------      ---------      -----     -----    -------      -----     -----     -------        -----       -----         -------

<S>            <C>            <C>       <C>      <C>        <C>        <C>       <C>           <C>         <C>           <C>  
        1          1,575        746         0    100,746        808         0     100,808          871           0         100,871
        2          3,229      1,658       761    101,658      1,836       938     101,836        2,021       1,123         102,021
        3          4,965      2,525     1,717    102,525      2,874     2,067     102,874        3,254       2,447         103,254
        4          6,788      3,343     2,625    103,343      3,922     3,204     103,922        4,576       3,858         104,576
        5          8,703      4,111     3,483    104,111      4,976     4,348     104,976        5,992       5,364         105,992
        6         10,713      4,824     4,286    104,824      6,032     5,493     106,032        7,507       6,968         107,507
        7         12,824      5,478     5,030    105,478      7,082     6,633     107,082        9,123       8,675         109,123
        8         15,040      6,067     5,708    106,067      8,120     7,761     108,120       10,844      10,485         110,844
        9         17,367      6,584     6,314    106,584      9,138     8,869     109,138       12,672      12,403         112,672
       10         19,810      7,022     7,022    107,022     10,126    10,126     110,126       14,610      14,610         114,610
       11         22,376      7,376     7,376    107,376     11,076    11,076     111,076       16,659      16,659         116,659
       12         25,069      7,640     7,640    107,640     11,978    11,978     111,978       18,825      18,825         118,825
       13         27,898      7,810     7,810    107,810     12,825    12,825     112,825       21,113      21,113         121,113
       14         30,868      7,878     7,878    107,878     13,606    13,606     113,606       23,525      23,525         123,525
       15         33,986      7,834     7,834    107,834     14,303    14,303     114,303       26,060      26,060         126,060
       16         37,261      7,667     7,667    107,667     14,901    14,901     114,901       28,805      28,805         128,805
       17         40,699      7,364     7,364    107,364     15,381    15,381     115,381       31,685      31,685         131,685
       18         44,309      6,906     6,906    106,906     15,716    15,716     115,716       34,694      34,694         134,694
       19         48,099      6,276     6,276    106,276     15,878    15,878     115,878       37,820      37,820         137,820
       20         52,079      5,455     5,455    105,455     15,838    15,838     115,838       41,055      41,055         141,055
       21         56,258      4,427     4,427    104,427     15,569    15,569     115,569       44,389      44,389         144,389
       22         60,646      3,178     3,178    103,178     15,040    15,040     115,040       47,812      47,812         147,812
       23         65,253      1,694     1,694    101,694     14,224    14,224     114,224       51,314      51,314         151,314
       24         70,091        (*)       (*)        (*)     13,085    13,085     113,085       54,880      54,880         154,880
       25         75,170        (*)       (*)        (*)     11,577    11,577     111,577       58,481      58,481         158,481
       26         80,504        (*)       (*)        (*)      9,641     9,641     109,641       62,078      62,078         162,078
       27         86,104        (*)       (*)        (*)      7,207     7,207     107,207       65,615      65,615         165,615
       28         91,984        (*)       (*)        (*)      4,188     4,188     104,188       69,017      69,017         169,017
       29         98,158        (*)       (*)        (*)        493       493     100,493       72,201      72,201         172,201
       30        104,641        (*)       (*)        (*)        (*)       (*)         (*)       75,085      75,085         175,085
</TABLE>


ASSUMPTIONS:

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

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

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

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

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



                                       49
<PAGE>   57
                             DEATH BENEFIT OPTION 1
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                 CURRENT  VALUES

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

                Premiums
               Paid Plus                  Cash                            Cash                              Cash
   Policy       Interest       Cash       Surr       Death     Cash       Surr      Death        Cash       Surr           Death
     Year          at 5%      Value      Value     Benefit    Value      Value     Benefit       Value      Value         Benefit
   ------      ---------      -----      -----     -------    -----      -----     -------       -----      -----         -------

<S>            <C>          <C>        <C>       <C>        <C>        <C>       <C>          <C>         <C>           <C>  

        1          2,625      1,382        220     100,000    1,491        329     100,000       1,601        438         100,000
        2          5,381      2,951      1,789     100,000    3,263      2,101     100,000       3,589      2,427         100,000
        3          8,275      4,469      3,423     100,000    5,086      4,040     100,000       5,756      4,710         100,000
        4         11,314      5,918      4,988     100,000    6,943      6,013     100,000       8,101      7,171         100,000
        5         14,505      7,280      6,466     100,000    8,819      8,005     100,000      10,628      9,814         100,000
        6         17,855      8,562      7,864     100,000   10,721     10,023     100,000      13,362     12,665         100,000
        7         21,373      9,759      9,178     100,000   12,645     12,064     100,000      16,325     15,744         100,000
        8         25,066     10,858     10,393     100,000   14,581     14,116     100,000      19,532     19,067         100,000
        9         28,945     11,857     11,508     100,000   16,527     16,179     100,000      23,010     22,662         100,000
       10         33,017     12,762     12,762     100,000   18,493     18,493     100,000      26,804     26,804         100,000
       11         37,293     13,561     13,561     100,000   20,471     20,471     100,000      31,040     31,040         100,000
       12         41,782     14,230     14,230     100,000   22,440     22,440     100,000      35,676     35,676         100,000
       13         46,497     14,763     14,763     100,000   24,398     24,398     100,000      40,770     40,770         100,000
       14         51,446     15,137     15,137     100,000   26,328     26,328     100,000      46,378     46,378         100,000
       15         56,644     15,344     15,344     100,000   28,318     28,318     100,000      52,582     52,582         100,000
       16         62,101     15,377     15,377     100,000   30,290     30,290     100,000      59,479     59,479         100,000
       17         67,831     15,203     15,203     100,000   32,225     32,225     100,000      67,176     67,176         100,000
       18         73,848     14,811     14,811     100,000   34,123     34,123     100,000      75,815     75,815         100,000
       19         80,165     14,181     14,181     100,000   35,979     35,979     100,000      85,569     85,569         100,000
       20         86,798     13,272     13,272     100,000   37,776     37,776     100,000      96,629     96,629         103,394
       21         93,763     12,050     12,050     100,000   39,503     39,503     100,000     108,943    108,943         114,391
       22        101,076     10,431     10,431     100,000   41,118     41,118     100,000     122,479    122,479         128,603
       23        108,755      8,349      8,349     100,000   42,598     42,598     100,000     137,350    137,350         144,218
       24        116,818      5,727      5,727     100,000   43,917     43,917     100,000     153,681    153,681         161,365
       25        125,284      2,462      2,462     100,000   45,041     45,041     100,000     171,604    171,604         180,184
       26        134,173        (*)        (*)         (*)   45,933     45,933     100,000     191,264    191,264         200,827
       27        143,506        (*)        (*)         (*)   46,558     46,558     100,000     212,815    212,815         223,456
       28        153,307        (*)        (*)         (*)   46,858     46,858     100,000     236,426    236,426         248,247
       29        163,597        (*)        (*)         (*)   46,761     46,761     100,000     262,272    262,272         275,385
       30        174,402        (*)        (*)         (*)   46,158     46,158     100,000     290,539    290,539         305,066
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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



                                       50
<PAGE>   58
                             DEATH BENEFIT OPTION 1
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                 GUARANTEED  VALUES


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

                Premiums
               Paid Plus                Cash                               Cash                               Cash
   Policy       Interest      Cash      Surr        Death       Cash       Surr      Death        Cash        Surr           Death
     Year          at 5%     Value     Value      Benefit      Value      Value     Benefit       Value       Value         Benefit
   ------      ---------     -----     -----      -------      -----      -----     -------       -----       -----         -------

<S>            <C>           <C>       <C>        <C>        <C>        <C>       <C>           <C>        <C>           <C>  
        1          2,625     1,209        46      100,000      1,312        150     100,000       1,417         254         100,000
        2          5,381     2,533     1,371      100,000      2,822      1,659     100,000       3,124       1,961         100,000
        3          8,275     3,760     2,714      100,000      4,320      3,273     100,000       4,929       3,883         100,000
        4         11,314     4,884     3,954      100,000      5,799      4,869     100,000       6,837       5,907         100,000
        5         14,505     5,896     5,082      100,000      7,250      6,436     100,000       8,850       8,037         100,000
        6         17,855     6,786     6,089      100,000      8,662      7,964     100,000      10,975      10,277         100,000
        7         21,373     7,545     6,964      100,000     10,023      9,441     100,000      13,214      12,633         100,000
        8         25,066     8,155     7,690      100,000     11,315     10,850     100,000      15,570      15,105         100,000
        9         28,945     8,599     8,250      100,000     12,518     12,170     100,000      18,046      17,697         100,000
       10         33,017     8,861     8,861      100,000     13,615     13,615     100,000      20,647      20,647         100,000
       11         37,293     8,922     8,922      100,000     14,585     14,585     100,000      23,385      23,385         100,000
       12         41,782     8,766     8,766      100,000     15,408     15,408     100,000      26,275      26,275         100,000
       13         46,497     8,374     8,374      100,000     16,064     16,064     100,000      29,428      29,428         100,000
       14         51,446     7,720     7,720      100,000     16,523     16,523     100,000      32,799      32,799         100,000
       15         56,644     6,769     6,769      100,000     16,748     16,748     100,000      36,416      36,416         100,000
       16         62,101     5,470     5,470      100,000     16,687     16,687     100,000      40,311      40,311         100,000
       17         67,831     3,759     3,759      100,000     16,270     16,270     100,000      44,522      44,522         100,000
       18         73,848     1,548     1,548      100,000     15,408     15,408     100,000      49,097      49,097         100,000
       19         80,165       (*)       (*)          (*)     13,996     13,996     100,000      54,107      54,107         100,000
       20         86,798       (*)       (*)          (*)     11,915     11,915     100,000      59,652      59,652         100,000
       21         93,763       (*)       (*)          (*)      9,029      9,029     100,000      65,879      65,879         100,000
       22        101,076       (*)       (*)          (*)      5,171      5,171     100,000      72,980      72,980         100,000
       23        108,755       (*)       (*)          (*)        139        139     100,000      81,212      81,212         100,000
       24        116,818       (*)       (*)          (*)        (*)        (*)         (*)      90,917      90,917         100,000
       25        125,284       (*)       (*)          (*)        (*)        (*)         (*)     102,302     102,302         107,417
       26        134,173       (*)       (*)          (*)        (*)        (*)         (*)     114,787     114,787         120,527
       27        143,506       (*)       (*)          (*)        (*)        (*)         (*)     128,427     128,427         134,848
       28        153,307       (*)       (*)          (*)        (*)        (*)         (*)     143,307     143,307         150,472
       29        163,597       (*)       (*)          (*)        (*)        (*)         (*)     159,518     159,518         167,494
       30        174,402       (*)       (*)          (*)        (*)        (*)         (*)     177,155     177,155         186,012
</TABLE>


ASSUMPTIONS:

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

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

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

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

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



                                       51
<PAGE>   59
                             DEATH BENEFIT OPTION 2
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                 CURRENT VALUES


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

                Premiums
               Paid Plus                Cash                               Cash                               Cash
   Policy       Interest      Cash      Surr        Death       Cash       Surr      Death        Cash        Surr           Death
     Year          at 5%     Value     Value      Benefit      Value      Value     Benefit       Value       Value         Benefit
   ------      ---------     -----     -----      -------      -----      -----     -------       -----       -----         -------

<S>            <C>           <C>       <C>        <C>          <C>        <C>      <C>          <C>         <C>           <C>  
        1          2,625      1,370        208     101,370       1,479       316    101,479        1,587         425         101,587
        2          5,381      2,917      1,754     102,917       3,225     2,063    103,225        3,547       2,385         103,547
        3          8,275      4,400      3,354     104,400       5,007     3,961    105,007        5,665       4,619         105,665
        4         11,314      5,800      4,870     105,800       6,803     5,873    106,803        7,935       7,005         107,935
        5         14,505      7,098      6,285     107,098       8,594     7,780    108,594       10,350       9,536         110,350
        6         17,855      8,300      7,602     108,300      10,382     9,684    110,382       12,928      12,230         112,928
        7         21,373      9,397      8,816     109,397      12,159    11,578    112,159       15,677      15,095         115,677
        8         25,066     10,376      9,911     110,376      13,906    13,441    113,906       18,594      18,129         118,594
        9         28,945     11,231     10,882     111,231      15,616    15,267    115,616       21,691      21,342         121,691
       10         33,017     11,969     11,969     111,969      17,291    17,291    117,291       24,990      24,990         124,990
       11         37,293     12,577     12,577     112,577      18,914    18,914    118,914       28,495      28,495         128,495
       12         41,782     13,025     13,025     113,025      20,450    20,450    120,450       32,290      32,290         132,290
       13         46,497     13,306     13,306     113,306      21,885    21,885    121,885       36,308      36,308         136,308
       14         51,446     13,393     13,393     113,393      23,185    23,185    123,185       40,541      40,541         140,541
       15         56,644     13,281     13,281     113,281      24,334    24,334    124,334       45,001      45,001         145,001
       16         62,101     12,964     12,964     112,964      25,316    25,316    125,316       49,701      49,701         149,701
       17         67,831     12,406     12,406     112,406      26,166    26,166    126,166       54,624      54,624         154,624
       18         73,848     11,602     11,602     111,602      26,790    26,790    126,790       59,784      59,784         159,784
       19         80,165     10,538     10,538     110,538      27,157    27,157    127,157       65,185      65,185         165,185
       20         86,798      9,180      9,180     109,180      27,217    27,217    127,217       70,812      70,812         170,812
       21         93,763      7,505      7,505     107,505      26,927    26,927    126,927       76,656      76,656         176,656
       22        101,076      5,441      5,441     105,441      26,191    26,191    126,191       82,659      82,659         182,659
       23        108,755      2,948      2,948     102,948      24,942    24,942    124,942       88,786      88,786         188,786
       24        116,818        (*)        (*)         (*)      23,031    23,031    123,031       95,002      95,002         195,002
       25        125,284        (*)        (*)         (*)      20,454    20,454    120,454      101,252     101,252         201,252
       26        134,173        (*)        (*)         (*)      17,130    17,130    117,130      107,488     107,488         207,488
       27        143,506        (*)        (*)         (*)      12,990    12,990    112,990      113,667     113,667         213,667
       28        153,307        (*)        (*)         (*)       7,935     7,935    107,935      119,717     119,717         219,717
       29        163,597        (*)        (*)         (*)       1,864     1,864    101,864      125,559     125,559         225,559
       30        174,402        (*)        (*)         (*)         (*)       (*)        (*)      131,068     131,068         231,068
</TABLE>


ASSUMPTIONS:

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

(2)    CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
       ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND $5.00
       THEREAFTER. CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON ALL PREMIUMS
       UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN EXCESS OF BREAK POINT
       FOR ANY SINGLE POLICY YEAR.

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

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

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

                                       52
<PAGE>   60
                             DEATH BENEFIT OPTION 2
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

<TABLE>
<CAPTION>
                                 GUARANTEED  VALUES


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

                Premiums
               Paid Plus                Cash                               Cash                               Cash
   Policy       Interest      Cash      Surr        Death       Cash       Surr      Death        Cash        Surr           Death
     Year          at 5%     Value     Value      Benefit      Value      Value     Benefit       Value       Value         Benefit
   ------      ---------     -----     -----      -------      -----      -----     -------       -----       -----         -------

<S>            <C>         <C>       <C>         <C>          <C>       <C>        <C>           <C>         <C>           <C>  
        1          2,625    1,194        31        101,194      1,297       134      101,297       1,400         238        101,400
        2          5,381    2,491     1,328        102,491      2,775     1,612      102,775       3,072       1,910        103,072
        3          8,275    3,676     2,630        103,676      4,222     3,176      104,222       4,817       3,771        104,817
        4         11,314    4,741     3,811        104,741      5,627     4,697      105,627       6,632       5,702        106,632
        5         14,505    5,676     4,862        105,676      6,975     6,161      106,975       8,510       7,696        108,510
        6         17,855    6,470     5,772        106,470      8,250     7,552      108,250      10,443       9,746        110,443
        7         21,373    7,111     6,530        107,111      9,435     8,853      109,435      12,423      11,842        112,423
        8         25,066    7,582     7,117        107,582     10,503    10,038      110,503      14,432      13,967        114,432
        9         28,945    7,862     7,514        107,862     11,429    11,080      111,429      16,449      16,100        116,449
       10         33,017    7,937     7,937        107,937     12,185    12,185      112,185      18,453      18,453        118,453
       11         37,293    7,789     7,789        107,789     12,744    12,744      112,744      20,423      20,423        120,423
       12         41,782    7,403     7,403        107,403     13,078    13,078      113,078      22,334      22,334        122,334
       13         46,497    6,767     6,767        106,767     13,159    13,159      113,159      24,164      24,164        124,164
       14         51,446    5,861     5,861        105,861     12,955    12,955      112,955      25,877      25,877        125,877
       15         56,644    4,660     4,660        104,660     12,420    12,420      112,420      27,517      27,517        127,517
       16         62,101    3,125     3,125        103,125     11,498    11,498      111,498      28,950      28,950        128,950
       17         67,831    1,213     1,213        101,213     10,119    10,119      110,119      30,098      30,098        130,098
       18         73,848      (*)       (*)            (*)      8,198     8,198      108,198      30,865      30,865        130,865
       19         80,165      (*)       (*)            (*)      5,647     5,647      105,647      31,141      31,141        131,141
       20         86,798      (*)       (*)            (*)      2,382     2,382      102,382      30,817      30,817        130,817
       21         93,763      (*)       (*)            (*)        (*)       (*)          (*)      29,784      29,784        129,784
       22        101,076      (*)       (*)            (*)        (*)       (*)          (*)      27,926      27,926        127,926
       23        108,755      (*)       (*)            (*)        (*)       (*)          (*)      25,120      25,120        125,120
       24        116,818      (*)       (*)            (*)        (*)       (*)          (*)      21,225      21,225        121,225
       25        125,284      (*)       (*)            (*)        (*)       (*)          (*)      15,999      15,999        115,999
       26        134,173      (*)       (*)            (*)        (*)       (*)          (*)       9,287       9,287        109,287
       27        143,506      (*)       (*)            (*)        (*)       (*)          (*)         812         812        100,812
</TABLE>


ASSUMPTIONS:

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

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

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

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

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 yAN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.




                                       53
<PAGE>   61
                                   APPENDIX 3

The following performance tables display historical investment results of the
underlying Mutual Fund sub-accounts of the Variable Account. This information
may be useful in helping potential investors in deciding which underlying Mutual
Fund sub-accounts to choose and in assessing the competence of the underlying
Mutual Funds' investment advisers. The performance figures shown should be
considered in light of the investment objectives and policies, characteristics
and quality of the underlying portfolios of the underlying Mutual Funds, and the
market conditions during the periods of time quoted. The performance figures
should not be considered as estimates or predictions of future performance.
Investment return and the principal value of the underlying Mutual Fund
sub-accounts are not guaranteed and will fluctuate so that a Policy Owner's
units, when redeemed, may be worth more or less than their original cost.

                                       54
<PAGE>   62
                               PERFORMANCE TABLES
                                  TOTAL RETURN

<TABLE>
<CAPTION>

                                  ANNUAL PERCENTAGE
                                        CHANGE                     NON-ANNUALIZED PERCENTAGE CHANGE


                      Fund                                                                            
                      Inception                          1 Mo.    1 Yr.    2 Yrs.   3 Yrs.    5 Yrs.   Inception
                       Date*    1993     1994     1995     to       to       to       to       to        to       
                                                         12/31/95 12/31/95 12/31/95 12/31/95  12/31/95  12/31/95 
                                                                                                      
<S>                   <C>       <C>    <C>      <C>     <C>      <C>      <C>      <C>      <C>       <C>
Dreyfus Corporation
Stock Index Fund      09/29/89  8.46     0.08    35.69     1.75    35.69    35.80     47.29   101.58    96.76
Socially Responsible  10/06/93  N/A*     0.69    33.49    -0.05    33.49    34.41     N/A*     N/A*     44.02
Growth Fund


Fidelity VIP Fund &
VIP Fund II
Asset Manager         09/06/89 20.09    -6.84    16.03     2.47    16.03     8.09    29.80    75.15    86.45
Portfolio
High Income Portfolio 09/19/85 19.55    -2.33    19.65     1.11    19.65    16.86    39.70    128.83   187.88
Equity-Income         10/09/86 17.26     6.22    34.02     2.86    34.02    42.35    66.92    152.58   195.01
Portfolio
Overseas Portfolio    01/28/87 36.14     0.92      8.81    2.89     8.81     9.80    49.48    42.07    74.75
Growth Portfolio      10/09/86 18.42    -0.81     34.29   -3.18    34.29    33.20    57.73    146.91   232.96
Contrafund Portfolio  07/01/95  N/A*     N/A*     N/A*     0.38     N/A*     N/A*     N/A*     N/A*    38.52

Nationwide Separate
Account Trust
Money Market Fund     11/10/81  1.93     3.05     4.81     0.38     4.81     8.01    10.10    18.58    138.29
Government Bond Fund  11/08/82  8.64    -4.00     17.80    1.08    17.80    13.09    22.86    52.20    216.68
Total Return Fund     11/08/82 10.03     0.27     28.07    1.17    28.07    28.41    41.30    108.31   457.03
Small Company Fund    10/23/95  N/A*     N/A*     N/A*     4.39     N/A*     N/A*     N/A*     N/A*    14.21
Capital Appreciation  04/15/92  8.73    -1.69     28.33    2.93    28.33    26.16    37.18     N/A*    44.29
Fund


Neuberger & Berman
Advisers Management.
Trust
Growth Portfolio      09/10/84  5.94    -5.74    30.68    -2.99    30.68    23.18    30.49    82.48    269.61
Limited Maturity Bond 09/10/84  5.78    -0.95    10.05     0.83    10.05     9.01    15.31    32.88    133.79
Portfolio
Partners Portfolio    03/22/94  N/A*     N/A*    35.39     1.31    35.39     N/A*     N/A*     N/A*    31.45

Oppenheimer Variable
Account Funds
Multiple Strategies   02/09/87 15.02    -2.73    20.39     0.76    20.39    17.11    34.71    69.74    137.24
Fund
Bond Fund             04/30/85 12.14    -2.72    16.07     1.38    16.07    12.91    26.62    56.09    160.94
Global Securities     11/12/90 68.96    -6.47     1.43     1.22     1.43    -5.14    60.28    51.48    51.92
Fund

Strong Special Fund   05/08/92 24.17     2.77    24.82     2.46    24.82    28.28    59.29     N/A*    84.09
II, Inc.

Strong Variable
Insurance Funds, Inc.
Strong Discovery      05/08/92 21.05    -6.14    34.18    -1.39    34.18    25.95    52.46     N/A*    65.15
Fund II, Inc.
Strong International  10/23/95  N/A*     N/A*     N/A*     3.06     N/A*     N/A*     N/A*     N/A*     2.46
Stock Fund, II

TCI Portfolios, Inc.
TCI Growth            11/20/87  9.43    -1.95    30.06    -1.21    30.06    27.51    39.54    92.21    149.64
TCI Balanced          05/01/91  6.83    -0.19    20.16     0.92    20.16    19.93    28.13     N/A*    49.11
TCI International     05/01/94  N/A*     N/A*    11.32     3.43    11.32     N/A*     N/A*     N/A*     5.19

Van Eck Worldwide
Insurance Trust
Worldwide Bond Fund   09/01/89  6.92    -2.10    16.37     0.84    16.37    13.92    21.80    34.43    49.03
Gold and Natural      09/01/89 63.52    -5.55    10.11     1.77    10.11     4.00    70.06    55.87    43.98
Resources Fund

Van Kampen American
Capital Life
Investment  Trust
Real Estate           07/01/95  N/A*     N/A*     N/A*     5.02     N/A*     N/A*     N/A*     N/A*     7.92
Securities Fund

Warburg Pincus Trust
International Equity  07-01-95  N/A*     N/A*     N/A*     2.32     N/A*     N/A*     N/A*     N/A*     6.88
Portfolio             07-01-95  N/A*     N/A*     N/A*     4.27     N/A*     N/A*     N/A*     N/A*    24.61
Small Company Growth
Portfolio
</TABLE>


This table displays three types of total return. Simply stated, total return
shows the percent change in unit values, with dividends and capital gains
reinvested, after the deduction of a 0.80% asset charge (and the deduction of
applicable investment advisory fees and other expenses of the underlying Mutual
Funds). The total return figures shown in the Annual Percentage Change and
Annualized Percentage Change columns represent annualized figures, i.e., they
show the rate of growth that would have produced the corresponding cumulative
return had performance been constant over the entire period quoted. The
Non-Annualized Percentage Change total return figures are not annual return
figures but instead represent the total percentage change in unit value over the
stated periods without annualization. THE TOTAL RETURN FIGURES DO NOT TAKE INTO
ACCOUNT THE SEVERAL OTHER POLICY CHARGES WHICH ARE DESCRIBED IN THE "POLICY
CHARGES" SECTION. THESE OTHER CHARGES INCLUDE DEDUCTIONS FROM PREMIUMS, COST OF
INSURANCE CHARGES, SURRENDER CHARGES AND A MONTHLY ADMINISTRATIVE CHARGE. 

*The underlying Mutual Fund Inception Date is the date the underlying Mutual
Fund first became effective, which is not necessarily the same date the
underlying Mutual Fund was first made available through the Variable Account.
For those underlying Mutual Funds which have not been offered as sub-accounts
through the Variable Account for one of the quoted periods, the total return
figures will show the investment performance such underlying Mutual Funds would
have achieved (reduced by the 0.80% asset charge and Fund investment advisory
fees and expenses) had they been offered as sub-accounts through the Variable
Account for the period quoted. Certain underlying Mutual Funds are not as old as
some of the periods quoted, therefore, total return figures may not be available
for all of the periods shown.

                                       55
<PAGE>   63
                               PERFORMANCE TABLES
                                  TOTAL RETURN
                                   (CONTINUED)


<TABLE>
<CAPTION>

                         ANNUALIZED PERCENTAGE
                                CHANGE


                        3 Yrs.    5 Yrs.    Inception
                          to        to        to
                        12/31/95  12/31/95  12/31/95

<S>                    <C>       <C>      <C>
Dreyfus Corporation
Stock Index Fund        13.78     15.05    11.43
Socially Responsible    N/A*      N/A*     17.74
Growth Fund 


Fidelity VIP Fund &
VIP Fund II
Asset Manager            9.08    11.86    10.37
Portfolio
High Income Portfolio   11.79    18.01    10.83
Equity-Income           18.62    20.36    12.44
Portfolio
Overseas Portfolio      14.34     7.28     6.45
Growth Portfolio        16.40    19.81    13.93
Contrafund Portfolio    N/A*     N/A*     38.89

Nationwide Separate
Account Trust
Money Market Fund        3.26    3.47      6.33
Government Bond Fund     7.10    8.76      9.17
Total Return Fund       12.21   15.81     13.93
Capital Appreciation    11.11    N/A*     10.39
Fund
Small Company Fund       N/A*    N/A*    102.59

Neuberger & Berman
Advisers Management
Trust
Growth Portfolio        9.28   12.78      12.26
Limited Maturity        4.86    5.85       7.80
Bond Portfolio
Partners Portfolio      N/A*     N/A*     16.67

Oppenheimer Variable
Account Funds
Multiple Strategies    10.44   11.16      10.21
Fund
Bond Fund               8.19    9.31       9.41
Global Securities      17.03    8.66       8.49
Fund

Strong Special Fund    16.79    N/A*      18.22
II, Inc.

Strong Variable
Insurance Funds, Inc.
Strong Discovery       15.09    N/A*      14.75
Fund II, Inc.
Strong International   N/A*     N/A*      13.16
Stock Fund II

TCI Portfolios, Inc.
TCI Growth             11.75   13.96      11.94
TCI Balanced            8.61    N/A*       8.94
TCI International      N/A*     N/A*       3.09

Van Eck Worldwide
Insurance Trust
Worldwide Bond Fund     6.80    6.10       6.50
Gold and Natural       19.36    9.28       5.93
Resources Fund

Van Kampen American    N/A*     N/A*      16.76
Capital Life
Investment Trust
Real Estate
Securities Fund

Warburg Pincus Trust   N/A*     N/A*      14.48
International Equity
Portfolio
Warburg Pincus         N/A*     N/A*      56.40
Small Company Growth
Portfolio
</TABLE>

                                       56
<PAGE>   64
                               PERFORMANCE TABLES
                                   Cash Values


<TABLE>
<CAPTION>

                              1 Yr. to 12/31/95     2 Yrs. to         3 Yrs. to         5 Yrs. to
                                                    12/31/95          12/31/95          12/31/95

                      Fund                Cash              Cash              Cash              Cash
                      Inception  Cash.    Surr.    Cash.    Surr.    Cash.    Surr.    Cash.    Surr.
                      Date**     Value    Value    Value    Value    Value    Value    Value    Value

<S>                   <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Dreyfus Corporation
Stock Index Fund      09/29/89  11,064   6,258    22,019   17,213   33,917   29,592   62,751   59,387
Socially Responsible  10/06/93  10,861   6,055    21,728   16,922   N/A**    N/A**    N/A**    N/A**
Growth Fund


Fidelity VIP Fund &
VIP Fund II
Asset Manager         09/06/89   9,312   4,507    18,009   13,203   28,546   24,220   54,300   50,936
Portfolio
High Income Portfolio 09/19/85   9,669   4,863    19,102   14,297   30,479   26,154   63,123   59,758
Equity-Income         10/09/86  10,905   6,099    22,463   17,657   36,073   31,747   72,361   68,997
Portfolio
Overseas Portfolio    01/28/87   8,679   3,874    17,623   12,817   29,924   25,598   51,719   48,354
Growth Portfolio      10/09/86  10,978   6,172    21,673   16,868   34,515   30,190   68,392   65,028
Contrafund Portfolio  07/01/95  N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**

Nationwide Separate
Account Trust
Money Market Fund     11/10/81   8,359   3,553    17,111   12,305   25,944   21,619   44,316   40,951
Government Bond Fund  11/08/82   9,497   4,692    18,592   13,786   28,538   24,213   51,178   47,814
Total Return Fund     11/08/82  10,396   5,590    20,791   15,985   32,219   27,893   61,337   57,973
Capital Appreciation  04/15/92  10,374   5,568    20,543   15,738   31,559   27,234   N/A**    N/A**
Fund
Small Company Fund    10/23/95  N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**

Neuberger & Berman
Advisers Management
Trust
Growth Portfolio      09/10/84  10,679   5,873    20,563   15,757   31,053   26,727   57,144   53,780
Limited Maturity      09/10/84   8,818   4,012    17,620   12,814   26,918   22,593   47,061   43,697
Bond Portfolio
Partners Portfolio    03/22/94  11,046   6,240    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**

Oppenheimer Variable
Account Funds
Multiple Strategies   02/09/87   9,737   4,931    19,182   14,376   30,106   25,781   55,376   52,012
Fund
Bond Fund             04/30/85   9,344   4,538    18,449   13,643   28,719   24,394   51,907   48,543
Global Securities     11/12/90   8,063   3,257    15,745   10,939   28,987   24,662   52,774   49,410
Fund

Strong Special Fund   05/08/92  10,086   5,280    20,503   15,697   33,514   29,189   N/A**    N/A**
II, Inc.

Strong Variable
Insurance Funds
Discovery Fund II,    05/08/92  10,905   6,099    20,994   16,188   33,335   29,010   N/A**    N/A**
Inc.
International Stock             N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**
Fund II

TCI Portfolios, Inc.
TCI Growth            11/20/87  10,592   5,786    20,860   16,054   32,132   27,807   58,577   55,212
TCI Balanced          05/01/91   9,697   4,891    19,391   14,586   29,719   25,393   N/A**    N/A**
TCI International     05/01/94   8,882   4,076    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**

Van Eck Worldwide
Insurance Trust
Worldwide Bond Fund   09/01/89   9,410   4,604    18,569   13,763   28,379   24,054   48,106   44,742
Gold and Natural      09/01/89   8,778   3,972    17,174   12,368   31,330   27,005   56,541   53,177
Resources Fund

Van Kampen American
Capital Life
Investment Trust
Real Estate           07/01/95  N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**
Securities Fund

Warburg Pincus Trust
International Equity  07/01/95  N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**
Portfolio
Small Company Growth  07/01/95  N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**    N/A**
Portfolio
</TABLE>

This table shows the effect of the performance quoted on accumulated values and
cash surrender values, based on a hypothetical annual premium of $10,000 for a
45 year-old male, non-tobacco preferred, with a level death benefit and an
initial specified amount of $495,941 (based on a guideline-level premium of
$10,000 issued on a preferred basis). The cash surrender value figures reflect
the deduction of all applicable Policy Charges, including a deduction from each
premium payment, a 0.80% asset charge, applicable cost of insurance charges,
surrender charges, and a monthly administrative charge (and the deduction of
applicable investment advisory fees and other expenses of the underlying Mutual
Funds). See the "Policy Charges" section for more information about these
charges. The cost of insurance charges may be higher or lower for purchasers who
do not meet the profile of the hypothetical purchaser. Illustrations reflecting
a potential purchaser's specific characteristics are available from the Company
upon request. 

**The underlying Mutual Fund Inception Date is the date the underlying Mutual
Fund first became effective, which is not necessarily the same date the
underlying Mutual Fund was first made available through the Variable Account.
For those underlying Mutual Funds which have not been offered as sub- accounts
through the Variable Account for one of the quoted periods, the cash values will
show the investment performance such underlying Mutual Funds would have achieved
(reduced by any applicable Variable Account and Policy Charges, and underlying
Mutual Fund investment advisory fees and expenses) had they been offered as
sub-accounts through the Variable Account for the period quoted. Certain
underlying Mutual Funds are not as old as some of the periods quoted, therefore,
the cash values may not be available for all of the periods shown.

                                       57
<PAGE>   65
                               PERFORMANCE TABLES
                                  TOTAL RETURN
                                   (CONTINUED)


<TABLE>
<CAPTION>

                      10 Yrs. to           Inception to
                      12/31/95             12/31/95

                        Cash.     Cash      Cash.      Cash
                        Value     Surr.     Value      Surr.
                                  Value                Value

<S>                   <C>        <C>       <C>       <C>
Dreyfus Corporation
Stock Index Fund        N/A**     N/A**     91,028     88,625
Socially Responsible    N/A**     N/A**     31,889     27,564
Growth Fund


Fidelity VIP Fund &
VIP Fund II
Asset Manager           N/A**     N/A**     80,088     77,685
Portfolio
High Income Portfolio  154,929   154,929    164,865   164,865
Equity-Income           N/A**     N/A**     161,923   161,923
Portfolio
Overseas Portfolio      N/A**     N/A**     104,094   102,652
Growth Portfolio        N/A**     N/A**     167,787   167,787
Contrafund Portfolio    N/A**     N/A**     11,338     6,532

Nationwide Separate
Account Trust
Money Market Fund      100,505   100,505    172,791   172,791
Government Bond Fund   128,018   128,018    208,810   208,810
Total Return Fund      156,633   156,633    288,921   288,921
Capital Appreciation    N/A**     N/A**     43,453     39,608
Fund
Small Company Fund      N/A**     N/A**     10,376     5,570

Neuberger & Berman
Advisers Management
Trust
Growth Portfolio       151,379   151,379    185,663   185,663
Limited Maturity       111,407   111,407    140,389   140,389
Bond Portfolio
Partners Portfolio      N/A**     N/A**     21,218     16,412

Oppenheimer Variable
Account Funds
Multiple Strategies     N/A**     N/A**     118,953   117,511
Fund
Bond Fund              129,132   129,132    147,593   147,593
Global Securities       N/A**     N/A**     62,453     59,569
Fund

Strong Special Fund     N/A**     N/A**     46,843     42,998
II, Inc.

Strong Variable
Insurance Funds, Inc.
Strong International    N/A**     N/A**     47,283     43,439
Stock Fund II
Strong Discovery        N/A**     N/A**      9,297     4,491
Fund II, Inc.

TCI Portfolios, Inc.
TCI Growth              N/A**     N/A**     124,952   123,510
TCI Balanced            N/A**     N/A**     52,377     49,013
TCI International       N/A**     N/A**     17,759     12,954

Van Eck Worldwide
Insurance Trust
Worldwide Bond Fund     N/A**     N/A**     69,739     67,336
Gold and Natural        N/A**     N/A**     74,424     72,021
Resources Fund

Van Kampen American
Life Investment Trust
 Real Estate            N/A**     N/A**      9,404     4,598
Securities Fund

Warburg Pincus
Trust                   N/A**     N/A**      9,322     4,516
International Equity
Portfolio
Small Company Growth
Portfolio               N/A**     N/A**     10,921     6,115
</TABLE>


                                       58
<PAGE>   66

<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>   67

<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>   68
                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

   
This Post-Effective Amendment No. 11 to Form S-6 Registration Statement
comprises the following papers and documents:
    

The facing sheet.

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

   
The prospectus consisting of 98 pages.
    

Representations and Undertakings.

The Signatures.

Accountants' Consent

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

   
<TABLE>
<S>    <C>                                                      <C>

1.     Power of Attorney dated April 4, 1996                    An original Power of Attorney dated April 4, 1996 is
                                                                included with Post-Effective Amendment No. 9 to the
                                                                Registration Statement on Form N-4 for the NACo Variable
                                                                Account (File No. 33-33425, 811-5999) and is hereby
                                                                incorporated by reference on file with the Company..
2.     Resolution of the Depositor's Board of Directors         Included with the Registration Statement on Form N-8B-2
       authorizing the establishment of the Registrant,         for the Nationwide VLI Separate Account-2 (File 
       adopted                                                  No. 811-5311), and is hereby incorporated by reference.
                                                      

3.     Distribution Contracts                                   Included with the Registration Statement on Form N-8B-2
                                                                for the Nationwide VLI Separate Account-2 (File 
                                                                No. 811-5311), and is hereby incorporated by reference.

4.     Form of Security                                         Included with the Registration Statement on Form S-6 for
                                                                the Nationwide VLI Separate Account-2 (File 
                                                                No. 33-42180), and is hereby incorporated by reference.


5.     Articles of Incorporation of Depositor                   Included with the Registration Statement on Form N-8B-2
                                                                for the Nationwide VLI Separate Account-2 (File 
                                                                No. 811-5311), and is hereby incorporated by reference.

6.     Application form of Security                             Included with the Registration Statement on Form S-6 for
                                                                the Nationwide VLI Separate Account-2 (File 
                                                                No. 33-42180), and is hereby incorporated by reference.

7.     Opinion of Counsel                                       Included with the Registration Statement on Form S-6 for
                                                                the Nationwide VLI Separate Account-2 (File 
                                                                No. 33-42180), and is hereby incorporated by reference.



</TABLE>
    
<PAGE>   69

REPRESENTATIONS AND UNDERTAKINGS

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

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

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

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

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

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

   
(f) That the fees and charges deducted under the Policy in the aggregate are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.
    
<PAGE>   70
                              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 26, 1996
<PAGE>   71
                                   SIGNATURES

   
       Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NATIONWIDE VLI SEPARATE ACCOUNT-2, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 11 and has duly caused this Post-Effective
Amendment No. 11 to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Columbus, and State of Ohio, on this 20th day of December, 1996.

                                          NATIONWIDE VLI SEPARATE ACCOUNT-2
                                                     (Registrant)
(Seal)                                    NATIONWIDE LIFE INSURANCE COMPANY
                                          ---------------------------------
                                                       (Sponsor)
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 Post-Effective
Amendment No. 11 has been signed below by the following persons in the
capacities indicated on the 20th day of December, 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/s/JOSEPH P. RATH
- -----------------------------------------                                        -----------------------------------------
James F. Patterson                                                                           Joseph P. Rath

ARDEN L. SHISLER                                         Director                            Attorney-in-Fact
- -----------------------------------------
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>   72
                              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 1933, 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-II, 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 and 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 9th day of August, 1996.

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




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