NATIONWIDE VLI SEPARATE ACCOUNT 2
485BPOS, 1996-04-29
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<PAGE>   1

                                                       REGISTRATION NO. 33-35783


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                ------------
   
                       NATIONWIDE VLI SEPARATE ACCOUNT-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 May 1, 1996 pursuant to paragraph (b) of Rule 485
[  ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485
[  ]  on (date) pursuant to paragraph (a)(1) of Rule 485

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





                                1 of 102
<PAGE>   2
                       CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

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





                                2 of 102
<PAGE>   3
<TABLE>
N-8B-2 ITEM                                                                    CAPTION IN PROSPECTUS
- -----------                                                                    ---------------------
<S>                                                                          <C>
46  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  How The Cash Value Varies
47  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
48  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Custodian of Assets
49  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
50  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
51                                                                           Summary of The Policies; Information About The Policies
52  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Substitution of Securities
53  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Taxation of The Company
54  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
55  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
56  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
57  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
58  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
59  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Financial Statements
</TABLE>





<PAGE>   4
                       NATIONWIDE LIFE INSURANCE COMPANY
                                P.O. Box 182150
                           Columbus, Ohio  43218-2150
                       (800) 547-7548, TDD (800) 238-3035

               MULTIPLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
                  ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                 THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-2

The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies").  The Policies
are designed to provide life insurance coverage on the Insured named in the
Policy.  The Policies may also provide a Cash Surrender Value if the Policy is
terminated during the lifetime of the Insured.  The death benefit and Cash
Value of the Policies may vary to reflect the experience of the Nationwide VLI
Separate Account-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 Policies are
designed to generally require the payment of the Guideline Single Premium in
five annual installments for death benefit Option 1 and five or more annual
Guideline Level Premiums under death benefit Option 2.

The Policy Owner may allocate Net Premiums and Cash Value to one or more of the
sub-accounts of the Variable Account and the Fixed Account.  The assets of each
sub-account will be used to purchase, at net asset value, shares of a
designated mutual fund of the following series of the underlying variable
account Mutual Fund options:
<TABLE>
      <S>                                                         <C>
      FIDELITY VARIABLE INSURANCE PRODUCTS FUND:                     OPPENHEIMER VARIABLE ACCOUNT FUNDS:
          -High Income Portfolio*                                          -Bond Fund
          -Equity Income Portfolio                                         -Multiple Strategies Fund
   
          -Growth Portfolio                                          STRONG SPECIAL FUND II, INC.

          -Overseas Portfolio                                        STRONG VARIABLE INSURANCE FUNDS, INC.:
      FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:                        -Discovery Fund II, Inc.
    
          -Asset Manager Portfolio                                   TCI PORTFOLIOS, INC.:
      NATIONWIDE SEPARATE ACCOUNT TRUST:                                   -TCI Growth
          -Capital Appreciation Fund                                       -TCI Balanced

          -Money Market Fund                                         VAN ECK WORLDWIDE INSURANCE TRUST:
                                                                                                      -
          -Government Bond Fund                                            -Gold and Natural Resources Fund
          -Total Return Fund                                               -Worldwide Bond Fund
      NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
          -Limited Maturity Bond Portfolio

          -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. Also, during the
first five Policy Years, the total premium payments less any existing Policy
Indebtedness must be greater than or equal to the Minimum Premium requirement
in order for the Policy to continue in force.

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





                                1 
<PAGE>   5
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>   6
                               GLOSSARY OF TERMS
ATTAINED AGE- The Insured's age on the Policy Date, plus the number of full
years since the Policy Date.

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

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


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

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

CODE- The Internal Revenue Code of 1986, as amended.
   
COMPANY- Nationwide Life Insurance Company.
    

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

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

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

GUIDELINE LEVEL PREMIUM- The amount of level annual premium calculated in
accordance with the provisions of the Internal Revenue Code of 1986, as
amended.  It represents the level annual premiums required to mature the Policy
under guaranteed mortality and expense charges, and an interest rate of 4%.

GUIDELINE SINGLE PREMIUM- The amount of single premium calculated in accordance
with the provisions of the Internal Revenue Code of 1986, as amended.  It
represents the single premium required to mature the Policy under guaranteed
mortality and expense charges, and an interest rate of 6%.

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

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

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

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

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

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

MUTUAL 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.





                                3
<PAGE>   7
SCHEDULED PREMIUM- The Scheduled Premium is shown on the Policy Data Page.  It
is used to calculate the initial Specified Amount.

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

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

UNSCHEDULED PREMIUM- Additional premium payments which may be allowed under
certain conditions

VALUATION DATE- Each day the New York Stock Exchange and the Company's home
office are open for business or any other day during which there is 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>   8
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
<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....................................................................................     9
THE VARIABLE ACCOUNT.................................................................................................     9
        Investments of the Variable Account..........................................................................    10
        Fidelity's Variable Insurance Products Fund..................................................................    11
        Fidelity's Variable Insurance Products Fund II...............................................................    11
        Nationwide Separate Account Trust............................................................................    11
        Neuberger & Berman Advisers Management Trust.................................................................    12
        Oppenheimer Variable Account Funds...........................................................................    12
        Strong Special Fund II, Inc..................................................................................    13
        Strong Variable Insurance Funds, Inc.........................................................................    13
        TCI Portfolios, Inc., member of the Twentieth Century Family of Mutual Funds.................................    13
        Van Eck Worldwide Insurance Trust (Formerly Van Eck Investment Trust)........................................    13
        Reinvestment.................................................................................................    14
        Transfers....................................................................................................    14
        Dollar Cost Averaging........................................................................................    14
        Substitution of Securities...................................................................................    15
        Voting Rights................................................................................................    15
INFORMATION ABOUT THE POLICIES.......................................................................................    15
        Underwriting and Issuance....................................................................................    15
        -Minimum Requirements for Issuance of a Policy...............................................................    15
        -Premium Payments............................................................................................    16
        Allocation of Cash Value.....................................................................................    16
        Short-Term Right to Cancel Policy............................................................................    16
POLICY CHARGES.......................................................................................................    16
        Deductions from Premiums.....................................................................................    16
        Surrender Charges............................................................................................    17
        -Reductions to Surrender Charges.............................................................................    17
        Deductions from Cash Value...................................................................................    18
        -Monthly Cost of Insurance...................................................................................    18
        -Monthly Administrative Charge...............................................................................    18
        Deductions from the Sub-Accounts.............................................................................    18
HOW THE CASH VALUE VARIES............................................................................................    19
        How the Investment Experience is Determined..................................................................    19
        Net Investment Factor........................................................................................    19
        Valuation of Assets..........................................................................................    19
        Determining the Cash Value...................................................................................    20
        Valuation Periods and Valuation Dates........................................................................    20
SURRENDERING THE POLICY FOR CASH.....................................................................................    20
        Right to Surrender...........................................................................................    20
        Cash Surrender Value.........................................................................................    20
        Partial Surrenders...........................................................................................    20
        Maturity Proceeds............................................................................................    20
        Income Tax Withholding.......................................................................................    21
POLICY LOANS.........................................................................................................    21
        Taking a Policy Loan.........................................................................................    21
        Effect on Investment Performance.............................................................................    21
        Interest.....................................................................................................    21
        Effect on Death Benefit and Cash Value.......................................................................    21
        Repayment.....................................................................................................   22
HOW THE DEATH BENEFIT VARIES..........................................................................................   22
        Calculation of the Death Benefit..............................................................................   22
        Proceeds Payable on Death.....................................................................................   23
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY .........................................................................   23
</TABLE>
    





                                       5 
<PAGE>   9
   
<TABLE>
<S>                                                                                                                    <C>
CHANGES OF INVESTMENT POLICY..........................................................................................  23
GRACE PERIOD..........................................................................................................  24
        -First Five Policy Years......................................................................................  24
        -Policy Years Six and After...................................................................................  24
        -All Policy Years.............................................................................................  24
REINSTATEMENT.........................................................................................................  24
THE FIXED ACCOUNT OPTION..............................................................................................  24
CHANGES IN EXISTING INSURANCE COVERAGE................................................................................  25
        Specified Amount Increases....................................................................................  25
        Specified Amount Decreases....................................................................................  25
        Changes in the Death Benefit Option...........................................................................  25
OTHER POLICY PROVISIONS...............................................................................................  26
        Policy Owner..................................................................................................  26
        Beneficiary...................................................................................................  26
        Assignment....................................................................................................  26
        Incontestability..............................................................................................  26
        Error in Age or Sex...........................................................................................  26
        Suicide.......................................................................................................  26
        Nonparticipating Policies.....................................................................................  27
LEGAL CONSIDERATIONS..................................................................................................  27
DISTRIBUTION OF THE POLICIES..........................................................................................  27
CUSTODIAN OF ASSETS...................................................................................................  27
TAX MATTERS...........................................................................................................  27
        Policy Proceeds...............................................................................................  27
        Taxation of the Company.......................................................................................  28
        Other Considerations..........................................................................................  28
THE COMPANY...........................................................................................................  29
COMPANY MANAGEMENT....................................................................................................  29
        Directors of the Company......................................................................................  29
        Executive Officers of the Company.............................................................................  30
OTHER CONTRACTS ISSUED BY THE COMPANY.................................................................................  30
STATE REGULATION......................................................................................................  31
REPORTS TO POLICY OWNERS..............................................................................................  31
ADVERTISING...........................................................................................................  31
LEGAL PROCEEDINGS.....................................................................................................  31
EXPERTS...............................................................................................................  31
REGISTRATION STATEMENT................................................................................................  31
LEGAL OPINIONS........................................................................................................  32
APPENDIX 1............................................................................................................  33
APPENDIX 2............................................................................................................  34
FINANCIAL STATEMENTS..................................................................................................  51
</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>   10
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.  Also, during the first five Policy Years, the total
premium payments less any existing Policy Indebtedness must be greater than or
equal to the Minimum Premium requirement in order for the Policy to continue in
force.  The Policies are designed to generally permit the payment of the
Guideline Single Premium in five annual installments for death benefit Option 1
and five annual Guideline Level Premiums under death benefit Option 2.
   
The Policies are designed to avoid classification as modified endowment
contracts under Section 7702A of the Internal Revenue Code (the "Code"), which
provides for taxation of surrenders, partial surrenders, loans, collateral
assignments and other pre-death distributions in the same way as annuities are
taxed.  Under certain conditions, a Policy may become a modified endowment
contract as a result of a material change or a reduction in benefits as defined
by the Code.  Excess premiums paid may also cause the Policy to become a
modified endowment contract.  The Company will monitor premiums paid and other
policy transactions and will notify the Policy Owner when the Policy's
non-modified endowment contract status is in jeopardy (see "Tax Matters").
    

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS
   
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued.  The Policy Owner 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) 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.  Assets of each sub-account are invested at net asset
value in shares of a corresponding underlying Mutual Fund option.  For a
description of the underlying Mutual Fund option and its investment objectives,
see the "Investments of the Variable Account" located in this prospectus.
    

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.  (The Company may reduce this sales
loading at its sole discretion.)  The total sales load actually deducted from
any Policy will be equal to the sum of the 3.5% front-end sales load plus any
sales surrender charge that may be deducted from Policies that are surrendered.

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





                                      7
<PAGE>   11
The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:

1.    monthly cost of insurance; plus

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

3.    a current administrative expense charge of $5.  This charge may be
      increased at the sole discretion of the Company but may not exceed $7.50.

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

   
For Policies which are surrendered during the first nine Policy Years, the
Company deducts a Surrender Charge.  This Surrender Charge is comprised of an
Underwriting Surrender Charge and a Sales Surrender Charge.  The initial
Surrender Charge varies by issue age, sex and underwriting classification and
is calculated based on the initial Specified Amount.  The following table
illustrates the initial Surrender Charge per $1,000 of initial Specified Amount
for Policies which are issued on a Standard basis (see Appendix 1 for specific
examples).  Special guaranteed maximum Surrender Charges apply in Pennsylvania
(see Appendix 1).
    
<TABLE>
<CAPTION>
             Issue        Male               Female               Male                Female
              Age      Non-Tobacco        Non-Tobacco           Standard             Standard
              <S>     <C>                 <C>                 <C>                  <C>
              25          $5.878              $5.537              $6.680               $5.945
              35           7.260               6.712               8.559                7.373
              45          11.159              10.160              13.244               11.151
              55          15.275              13.375              18.373               14.686
              65          23.821              20.553              27.943               22.165
</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                                    Total
                                             Fees             Other Expenses           Expenses
      <S>                                 <C>                   <C>                   <C>
      Fidelity VIP-Equity-Income            0.51%                 0.10%                 0.61%
      Portfolio
      Fidelity VIP-Growth Portfolio         0.61%                 0.09%                 0.70%
      Fidelity VIP-High Income Portfolio    0.60%                 0.11%                 0.71%
      Fidelity VIP-Overseas Portfolio       0.76%                 0.15%                 0.91%
      Fidelity VIP-Asset Manager            0.71%                 0.08%                 0.79%
      Portfolio
      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-Total Return Fund                0.50%                 0.01%                 0.51%
      Neuberger & Berman Advisers           0.84%                 0.10%                 0.94%
      Management Trust-Growth Portfolio
      Neuberger & Berman Advisers           0.65%                 0.10%                 0.75%
      Management Trust-Limited Maturity
      Bond Portfolio
      Oppenheimer-Bond Fund                 0.75%                 0.05%                 0.80%
      Oppenheimer-Multiple Strategies       0.74%                 0.03%                 0.77%
      Strong Discovery Fund II, Inc.        1.00%                 0.31%                 1.31%
      Strong Special Fund II, Inc.          1.00%                 0.20%                 1.20%
      TCI Portfolios-TCI Balanced           1.00%                 0.00%                 1.00%
      TCI Portfolios-TCI Growth             1.00%                 0.00%                 1.00%
      Van Eck-Worldwide Bond Fund           0.79%                 0.15%                 0.94%
      Van Eck-Gold and Natural Resources    0.80%                 0.16%                 0.96%
    
</TABLE>





                                8 
<PAGE>   12
   
The underlying 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 was not independently verified by the Company.
    

PREMIUMS

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

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

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

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

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

   
You may pay the Initial Premium to us at the Company's 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, 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 your 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.
    

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


                                      9
<PAGE>   13
The Variable Account is a separate investment account of the Company and as
such, is not chargeable with the liabilities arising out of any other business
the Company may conduct.  The Company does not guarantee the investment
performance of the Variable Account.  The death benefit and Cash Value under
the Policy may vary with the investment performance of the investments in the
Variable Account (see "How the Death Benefit Varies" and "How the Cash Value
Varies").

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

INVESTMENTS OF THE VARIABLE ACCOUNT

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

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

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 are disclosed in the underlying
Mutual Funds' prospectuses.  A full description of the underlying Mutual Fund
options, their investment policies and restrictions, risks and charges are
contained in the prospectuses of the respective underlying Mutual Funds.

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

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

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

2)    Fidelity Variable Insurance Products Fund II, managed by Fidelity
      Management & Research Company;

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

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

5)    Oppenheimer Variable Account Funds, managed by Oppenheimer Management
      Corporation;
   
6)    Strong Special Fund II, Inc., managed by Strong Capital Management, Inc.;
    
   
7)    Strong Variable Insurance Funds, Inc. managed by Strong Capital
      Management, Inc.;
    
8)    TCI Portfolios, Inc., managed by Investors Research Corporation, an
      affiliate of Twentieth Century Companies; and,

9)    Van Eck Worldwide Insurance Trust (Formerly Van Eck Investment Trust),
      managed by Van Eck Associates Corporation.

A summary of investment objectives is contained in the description of each
underlying Mutual Fund option below.  More detailed information may be found in
the current prospectus for each underlying Mutual Fund.  A prospectus for the
underlying Mutual Fund option(s) being considered must accompany this
prospectus and should be read in conjunction herewith.





                                      10
<PAGE>   14
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.  FMR is the Fund's manager.

- -     HIGH INCOME PORTFOLIO

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

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

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

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

- -     EQUITY-INCOME PORTFOLIO

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

- -     GROWTH PORTFOLIO

      Investment Objective:  Seeks to achieve capital appreciation.  This
      Portfolio will invest in the securities of both well-known and established
      companies, and smaller, less well-known companies which may have a narrow
      product line or whose securities are thinly traded.  These latter
      securities will often involve greater risk than may be found in the
      ordinary investment security.  FMR's analysis and expertise plays an
      integral role in the selection of securities and, therefore, the
      performance of the Portfolio.  Many securities which FMR believes would
      have the greatest potential may be regarded as speculative, and investment
      in the Portfolio may involve greater risk than is inherent in other 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.  Fidelity Management and Research Company (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.

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 four separate Funds listed below, each with its own
investment objective.  Currently, shares of the Trust will be sold only to life
insurance company separate accounts to fund the benefits under variable
insurance policies or variable annuity Contracts issued by





                                      11
<PAGE>   15
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.

- -     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.

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 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.

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.

- -     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 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.





                                     12
<PAGE>   16

STRONG SPECIAL FUND II, INC.
   
The Strong Special Fund II, Inc. ("Special Fund II") is a diversified, open-end
management company commonly called a mutual fund.  The Special Fund II was
incorporated in Wisconsin and may only be purchased by the separate accounts of
insurance companies for the purpose of funding variable annuity contracts and
variable life insurance policies.  Strong Capital Management, Inc. (the
"Advisor") is the investment advisor to 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 Strong Discovery Fund II, Inc. ("Fund") is 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 Fund.
    
- -     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.
    
TCI PORTFOLIOS, INC., MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS

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

- -     TCI BALANCED

      Investment Objective:  Capital growth and current income.  The fund will
      seek to achieve its objective by maintaining approximately 60% of the
      assets of the fund in common stocks (including securities convertible
      into common stocks and other equity equivalents) that are considered by
      management to have better-than-average prospects for appreciation and
      approximately 40% in fixed income securities.  A minimum of 25% of the
      fixed income portion of the fund will be invested in fixed income senior
      securities.  There can be no assurance that the Fund will achieve its
      investment objective.

- -     TCI GROWTH

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

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

      (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





                                     13
<PAGE>   17

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.
    
REINVESTMENT

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

TRANSFERS

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

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

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

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

DOLLAR COST AVERAGING

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





                                     14
<PAGE>   18
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 above 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 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 Fund options, if
required by an insurance regulatory authority; (2) refrain from making any
change in the investment policies or any investment adviser or principal
underwriter of any portfolio which may be initiated by Policy Owners or the
underlying Mutual Fund's Board of Directors, provided the Company's disapproval
of the change is reasonable and, in the case of a change in the investment
policies or investment adviser, based on a good faith determination that such
change would be contrary to state law or otherwise inappropriate in light of
the portfolio's objective and purposes; or (3) enter into or refrain from
entering into any advisory agreement or underwriting contract, if required by
any insurance regulatory authority.

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

The Policies are designed to generally permit the payment of the Guideline
Single Premium in five annual installments for death benefit Option 1 and five
annual Guideline Level Premiums under death benefit Option





                                     15
<PAGE>   19
2.  At issue, the Policy Owner selects a Scheduled Premium level.  This
Scheduled Premium is used to determine the initial Specified Amount.  The
minimum Scheduled Premium is $2,000.  Policies may be issued to Insureds with
issue ages 75 or younger.  Before issuing any Policy, the Company requires
satisfactory evidence of insurability which may include a medical examination.

- -Premium Payments

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

Premiums, other than the Initial Premium, may be made at any time while the
Policy is in force subject to the limits described below.  During the first 5
Policy Years, the total premium payments less any Policy Indebtedness must be
greater than or equal to the Minimum Premium requirement in order for the
Policy to continue in force.  The Minimum Premium requirement is equal to the
monthly Minimum Premium multiplied by the number of completed policy months.
The monthly Minimum Premium is shown on the Policy data page.
   
Each premium payment must be at least equal to the monthly Minimum Premium.
Additional premium payments may be made at any time while the Policy is in
force.  However, the Company reserves the right to require satisfactory
evidence of insurability before accepting any additional premium payment which
results in an increase in the net amount at risk.  Also, the Company will
refund any portion of any premium payment which is determined to be in excess
of the premium limit established by law to qualify the Policy as a contract for
life insurance.  The Company may also require that any existing Policy
Indebtedness is repaid prior to accepting any additional premium payments.
Additional premium payments or other changes to the contract, may jeopardize
the Policy's non-modified endowment contract status.  The Company will monitor
premiums paid and other policy transactions and will notify the Policy Owner
when non-modified endowment contract status is in jeopardy by such additional
premiums (see "Tax Matters").
    
ALLOCATION OF CASH VALUE
   
At the time a Policy is issued, its Cash Value will be based on the 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 Fund
options specified by the Policy Owner are purchased at net asset value for the
respective sub-account(s).  The Policy Owner may change the allocation of Net
Premiums or may transfer Cash Value from one sub-account to another, subject to
such terms and conditions as may be imposed by each underlying Mutual Fund
option and as set forth in the prospectus.  Net Premiums allocated to the Fixed
Account at the time of application may not be transferred prior to the first
Policy Anniversary (see "Transfers" and "Investments of the Variable Account").
    
The designation of investment allocations will be made by the prospective
Policy Owner at the time of application for a Policy.  The Policy Owner may
change the way in which future Net Premiums are allocated by giving written
notice to the Company.  All percentage allocations must be in whole numbers,
and must be at least 5%.  The sum of allocations must equal 100%.

SHORT-TERM RIGHT TO CANCEL POLICY

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

                                 POLICY CHARGES
DEDUCTIONS FROM PREMIUMS

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





                                     16
<PAGE>   20
The Company also pays any state premium taxes attributable to a particular
policy when incurred by the Company.  The Company expects to pay an average
state premium tax rate of approximately 2.5% of premiums for all states,
although such tax rates generally can range from 0% to 4%.  To reimburse the
Company for the payment of state premium taxes associated with the Policies,
the Company deducts a charge for state premium taxes equal to 2.5% of all
premium payments received.  This charge may be more or less than the amount
actually assessed by the state in which a particular Policy Owner lives.  The
Company does not expect to make a profit from this charge.

SURRENDER CHARGES
   
The Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered during the first nine Policy Years.  The initial Surrender
Charge varies by issue age, sex and underwriting classification and is
calculated based on the initial Specified Amount.  The following table
illustrates the initial Surrender Charge per $1,000 of initial Specified Amount
for Policies which are issued on a standard basis (see Appendix 1 for specific
examples).  Special guaranteed maximum Surrender Charges apply in Pennsylvania
(see Appendix 1).
    
<TABLE>
<CAPTION>
   Issue         Male               Female                Male               Female
    Age      Non-Tobacco          Non-Tobacco           Standard            Standard
    ---      -----------          -----------           --------            --------
  <S>         <C>                  <C>                 <C>                  <C>
    25          $5.878               $5.537              $6.680               $5.945
    35           7.260                6.712               8.559                7.373
    45          11.159               10.160              13.244               11.151
    55          15.275               13.375              18.373               14.686
    65          23.821               20.553              27.943               22.165
</TABLE>
The Surrender Charge is comprised of two components:  an underwriting surrender
charge and sales surrender charge.  The underwriting surrender charge varies by
issue age in the following manner:

<TABLE>
<CAPTION>
                 Issue              Charge per $1,000 of
                  Age             Initial Specified Amount
                  ---             ------------------------
                 <S>            <C>
                  0-39                    $3.50
                 40-59                    $5.00
                 60-75                    $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 born by the
company's general assets which may include profits, if any, from mortality and
expense risk charges (see "Deductions from the Sub-Accounts").  Additional
premiums and/or income earned on assets in the Variable Account or partial
surrenders have no effect on these charges.  The remainder of the Surrender
Charge which is not attributable to the underwriting surrender charge component
represents the sales surrender charge component.  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                        85%
                                 1                       100%                       6                        80%
                                 2                       100%                       7                        75%
                                 3                        95%                       8                        50%
                                 4                        90%                       9+                       0%
</TABLE>
   
Special guaranteed maximum Surrender Charges apply in Pennsylvania (see
Appendix 1).
    





                                      17
<PAGE>   21
DEDUCTIONS FROM CASH VALUE

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

        1.    monthly cost of insurance charges; plus

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

        3.    monthly administrative expense charge.

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

- -Monthly Cost of Insurance

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

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

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

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

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

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

- -Monthly Administrative Charge

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

To compensate the Company for assuming these risks associated with the
Policies, the Company deducts a daily Mortality and Expense Risk Charge from
the assets of the sub-accounts of the Variable Account.  This charge is
equivalent to an annual effective rate of 0.80% of the daily net assets of the
Variable Account. To the





                                      18
<PAGE>   22
   
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 mutual fund shares in that sub-account were available
for purchase.  The value for any subsequent Valuation Period is determined by
multiplying the Accumulation Unit value for each sub-account for the
immediately preceding Valuation Period by the Net Investment Factor for the
sub-account during the subsequent Valuation Period.  The value of an
Accumulation Unit may increase or decrease from Valuation Period to Valuation
Period.  The number of Accumulation Units will not change as a result of
investment experience.

NET INVESTMENT FACTOR

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

(a)      is the net of:

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

        (2)   the per share amount of any dividend or capital gain 
              distributions made by the underlying Mutual Fund 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 is 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 .80% of the daily net asset value of the Variable 
         Account.

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

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

VALUATION OF ASSETS

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





                                      19
<PAGE>   23
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 changes or deductions are made against the Cash Value, an
appropriate number of Accumulation Units from the Variable Account and an
appropriate amount from the Fixed Account will be deducted in the same
proportion that the Policy Owner's interest in the Variable Account and the
Fixed Account bears to the total Cash Value.

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

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH
RIGHT TO SURRENDER

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

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

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

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

        2.    The minimum partial surrender is $500; and

        3.    After the partial surrender, the Policy continues to qualify as 
              life insurance.
   
When a partial surrender is made, the Cash Value is reduced by the amount of
the partial surrender.  Under Death Benefit Option 1, the Specified Amount is
reduced by the amount of the partial surrender, unless the death benefit is
based on the applicable percentage of Cash Value.  In such a case, a partial
surrender will decrease the Specified Amount by the amount by which the partial
surrender exceeds the difference between the death benefit and Specified
Amount.
    
   
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.





                                      20
<PAGE>   24
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 adviser, to determine the tax consequences, if any, of their
employer-sponsored life insurance arrangements.
    
                                  POLICY LOANS
TAKING A POLICY LOAN

After the first Policy Year, the Policy Owner may take a Policy loan using the
Policy as security.  Maximum Policy Indebtedness is limited to 90% of the Cash
Surrender Value less interest due on the next Policy Anniversary.  Maximum
policy indebtedness, in Texas, is limited to 90% of the Cash Surrender Value in
the sub-accounts and 100% of the Cash Surrender Value in the Fixed Account less
interest due on the next Policy Anniversary.  The Company will not grant a loan
for an amount less than $1,000 ($200 in Connecticut, $500 in New York).  Should
the Death Proceeds become payable, the Policy be surrendered, or the Policy
mature while a loan is outstanding, the amount of Policy Indebtedness will be
deducted from the death benefit, Cash Surrender Value or the maturity value,
respectively.
   
Any request for a Policy loan must be in written form satisfactory to the
Company.  The request must be signed and, where permitted, the signature
guaranteed by a member firm of the New York, American, Boston, Midwest,
Philadelphia or Pacific Stock Exchange; or by a Commercial Bank or a Savings
and Loan which is a member of the Federal Deposit Insurance Corporation.
Certain policy loans may result in currently taxable income and tax penalties
(see "Tax Matters").
    

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

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

Policy loans will be currently credited interest daily at an annual effective
rate of 5.1%.  This rate is guaranteed never to be lower than 4%.  The Company
may change the current interest crediting rate on Policy loans at any time at
its sole discretion.  This earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary
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.

The loan interest rate is 6% per year for all Policy loans.  Interest is
charged daily and is payable at the end of each Policy Year or at the time of
loan repayment.  Unpaid interest will be added to the existing Policy
Indebtedness as of the due date and will be charged interest at the same rate
as the rest of the Indebtedness.  Whenever the total Policy Indebtedness
exceeds the Cash Value less any Surrender Charges, the Company will send a
notice to the Policy Owner and the assignee, if any.  The Policy will terminate
without value 61 days after the mailing of the notice unless a sufficient
repayment is made during that period.  A repayment is sufficient if it is large
enough to reduce the total Policy Indebtedness to an amount equal to the total
Cash Value less any Surrender Charges plus an amount sufficient to continue the
Policy in force for 3 months.

EFFECT ON DEATH BENEFIT AND CASH VALUE

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





                                      21
<PAGE>   25
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 Fund allocation factors in effect at the
time of the repayment.  Each repayment may not be less than $1,000 ($50 in
Connecticut and New York).  The Company reserves the right to require that any
loan repayments resulting from Policy loans transferred from the Fixed Account
must be first allocated to the Fixed Account.

                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT
   
At issue, the Policy Owner selects a desired Scheduled Premium level.  The
Scheduled Premium is used to determine the initial Specified Amount.  Under
death benefit Option 1, the initial Specified Amount is determined by treating
the Scheduled Premium as 20% of the Guideline Single Premium.  Under death
benefit Option 2, the initial Specified Amount is determined by treating the
Scheduled Premium as the Guideline Level Premium.  For either death benefit
option, the initial Specified Amount will be set at such a level such that
payment of the Scheduled Premiums will not result in the Policy being
classified as a modified endowment contract (see "Tax Matters").
    
The following table illustrates the Initial Specified Amount that results from
a $2,000 Scheduled Premium payment.

<TABLE>
<CAPTION>
                                     Male                                    Female
        Issue                    Non-Tobacco                              Non-Tobacco
         Age              Option 1         Option 2                Option 1         Option 2
                                                                   --------         --------
         <S>             <C>              <C>                     <C>              <C>
         30                $85,779          $75,378                 $99,541          $93,577
         35                $68,165          $61,559                 $79,212          $76,497
         40                $54,111          $50,082                 $63,070          $62,320
         45                $43,165          $40,605                 $50,599          $50,633
         50                $34,675          $32,791                 $40,824          $40,958
         55                $28,136          $26,852                 $33,171          $32,949
         60                $23,176          $22,867                 $27,141          $26,301
         65                $19,474          $19,474                 $22,369          $22,168
</TABLE>
Generally, for a given Scheduled Premium, the initial Specified Amount is
greater for non-tobacco than standard and females than males.  The Specified
Amount is shown in the Policy.

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

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

      The term "Applicable Percentage" means:

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

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





                                      22
<PAGE>   26
                   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 Proceeds payable on the Insured's death will be the death benefit as
described above, less any Policy Indebtedness and less any unpaid Policy
Charges.  Under certain circumstances, the Death Proceeds may be adjusted (see
"Incontestability", "Error in Age or Sex" and "Suicide").
    

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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

The Policy Owner and Beneficiary under the new policy will be the same as those
under the exchanged Policy on the effective date of the exchange.  The new
policy will have a death benefit on the exchange date not more than the death
benefit of the original Policy immediately prior to the exchange date.  The new
policy will have the same Policy Date and issue age as the original Policy.
The initial Specified Amount and any increases in Specified Amount will have
the same rate class as those of the original Policy.  Any Indebtedness may be
transferred to the new policy.
   
The exchange may be subject to an equitable adjustment in rates and values to
reflect variances, if any, in the rates and values between the two Policies.
After adjustment, if any excess is owed the Policy Owner, the Company will pay
the excess to the Policy Owner in cash.  The exchange may be subject to federal
income tax withholding (see "Income Tax Withholding").
    

                          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.





                                      23
<PAGE>   27
The new policy will not be affected by the investment experience of any
separate account.  The new policy will be for an amount of insurance not
exceeding the death benefit of the Policy converted on the date of such
conversion.

                                  GRACE PERIOD

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

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

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

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

- -Policy Years Six and After

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

- -All Policy Years

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

                                 REINSTATEMENT

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

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

2.       providing evidence of insurability satisfactory to the Company;

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

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

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

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





                                      24
<PAGE>   28
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 fifth Policy Year, the Policy Owner may request an increase to the
Specified Amount.  Any increase will be subject to the following conditions:

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

        (2)   satisfactory evidence of insurability must be provided;

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

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

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

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

SPECIFIED AMOUNT DECREASES

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

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

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

        (3)   against insurance provided under the original application.

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

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

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

CHANGES IN THE DEATH BENEFIT OPTION

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





                                      25
<PAGE>   29
                            OTHER POLICY PROVISIONS
POLICY OWNER

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

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

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

BENEFICIARY

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

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

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

ASSIGNMENT

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

INCONTESTABILITY

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

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.





                                      26
<PAGE>   30
NONPARTICIPATING POLICIES

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

                              LEGAL CONSIDERATIONS
   
On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from contributions made on or
after August 1, 1983.  The Policies offered by this prospectus are based upon
actuarial tables which distinguish between men and women and thus the Policies
provide different benefits to men and women of the same age.  Accordingly,
employers and employee organizations should consider, in consultation with
legal counsel, the impact of Norris on any employment related insurance or
benefit program before purchasing this Policy.
    
                          DISTRIBUTION OF THE POLICIES
   
The Policies will be sold by licensed insurance agents in those states where
the Policies may lawfully be sold.  Such agents will be registered
representatives of broker dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
(NASD).  The Policies will be distributed by the General Distributor,
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, all of which are open-end management
investment companies.  

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

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

                                  TAX MATTERS

POLICY PROCEEDS

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

Section 7702A of the Code defines modified endowment contracts as those
policies issued or materially changed 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





                                      27
<PAGE>   31
policy.  Under certain conditions, a policy may become a modified endowment as
a result of a material change or a reduction in benefits as defined by Section
7702A (c) of the Code.
   
In addition to meeting the tests required under Section 7702, Section 817(h) of
the Code requires that the investments of Separate Accounts such as the
Variable Account be adequately diversified.  Regulations under 817(h) provide
that a variable life policy which does not satisfy the diversification
standards will not be treated as life insurance unless the failure to satisfy
the regulations was inadvertent, the failure is corrected, and the Policy Owner
or the Company pays an amount to the Internal Revenue Service.  The amount will
be based on the tax that would have been paid by the Policy Owner if the
income, for the period the policy was not diversified, had been received by the
Policy Owner.  If the failure to diversify is not corrected in this manner, the
Policy Owner will be deemed the owner of the underlying securities and taxed on
the earnings in his or 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 funds,
transfers between funds, exchanges of funds or changes in investment objectives
of funds such that the Policy would no longer qualify as life insurance under
Section 7702 of the Code, the Company will take whatever steps are available to
remain in compliance.
    
The Company will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the sub-account investments
to remain in compliance.

A total surrender or cancellation of the Policy by lapse may have adverse tax
consequences depending on the circumstances. If the amount received by the
Policy Owner plus total Policy Indebtedness exceeds the premiums paid into the
Policy, the excess will generally be treated as taxable income, regardless of
whether or not the Policy is a modified endowment contract.
   
Generally, the taxable portion of any distribution from a Contract to a
nonresident alien of the United States is subject to tax withholding at a rate
equal to thirty percent (30%) of such amount or, if applicable, a lower treaty
rate.  A payment may not be subject to withholding where the recipient
sufficiently establishes that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and such
payment is includable in the recipient's gross income.
    
Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or Beneficiary.

TAXATION OF THE COMPANY

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

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.





                                      28
<PAGE>   32
                                  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 affiliated companies comprise the Nationwide
Insurance Enterprise.

The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers.  Nationwide Corporation is the sole
shareholder of Nationwide Life.
   
DIRECTORS OF THE COMPANY
<TABLE>
<CAPTION>
                                                              
             Name               Director  Principal Occupation  
             ----                Since    --------------------  
                                 -----
 <S>                           <C>     <C>
 Lewis J. Alphin                  1993    Farm Owner and Operator (1)

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

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

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

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

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

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

 D. Richard McFerson *+           1988    Chairman and Chief Executive Officer, Nationwide Insurance
                                          Enterprise
</TABLE>
    





                                      29
<PAGE>   33
<TABLE>
 <S>                              <C>     <C>
 David O. Miller *+               1985    Farm Owner and Land Developer; President, Owen Potato Farm, Inc.;
                                          Partner, M&M Enterprises (1)

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

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

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

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

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

 Harold W. Weihl                  1990    Farm Owner and Operator, Weihl Farm (1)
</TABLE>
- -------------------------------------
 *Member, Executive Committee             +Member, Investment Committee

1)       Principal occupation for last five years.
   
2)       Prior to assuming this current position, Messrs. McFerson and Gasper
         held other executive management positions with the companies.
    
   
Each of the directors is a director of the major insurance affiliates of the
Nationwide Insurance Enterprise, except Mr. Gasper  who is a director only of
the Company and Nationwide Life and Annuity Insurance Company.  Messrs.
McFerson and Gasper are directors of Nationwide Financial Services, Inc., a
registered broker-dealer.
    
   
Messrs. Holloway, McFerson, Miller, Patterson and Shisler are directors of
Nationwide Corporation.  Messrs. Fuellgraf,  McFerson, Ms. Thomas and Mr. Weihl
are trustees of Nationwide Investing Foundation, a registered investment
company.  Mr. McFerson is trustee of Nationwide Separate Account Trust,
Financial Horizons Investment Trust, and Nationwide Investing Foundation II,
registered investment companies.  Mr. Engel is a director of Western
Cooperative Transport.
    

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

 Joseph J. Gasper                          President and Chief Operating Officer

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

 Robert A. Oakley                          Executive Vice President-Chief Financial Officer

 Robert Y. Woodward, Jr.                   Executive Vice President - Chief Investment Officer
    
 James E. Brock                            Senior Vice President - Investment Product Operations

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

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

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

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

                     OTHER CONTRACTS ISSUED BY THE COMPANY

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





                                      30
<PAGE>   34
                                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,
among which are Moody's, Standard & Poor's and A.M. Best Company.  The purpose
of these ratings is to reflect the financial strength or claims-paying ability
of the Company.  The ratings are not intended to reflect the investment
experience or financial strength of the Variable Account.  The Company may
advertise these ratings from time to time.  In addition, the Company may
include in certain advertisements endorsements in the form of a list of
organizations, individuals or other parties which recommend the Company or the
Contracts.  Furthermore, the Company may occasionally include in
advertisements comparisons of currently taxable and tax deferred investment
programs based on selected tax brackets or discussions of alternative
investment vehicles and general economic conditions.

                               LEGAL PROCEEDINGS

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

The 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.





                                31
<PAGE>   35
                                 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.





                                      32
<PAGE>   36
                                   APPENDIX 1

                                ILLUSTRATION OF
                              SURRENDER CHARGES

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

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

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

<TABLE>
<CAPTION>
  ISSUE                 MALE                 FEMALE                 MALE                FEMALE
   AGE              NON-TOBACCO            NON-TOBACCO            STANDARD             STANDARD
  <S>                <C>                   <C>                   <C>                  <C>
    25                $ 5.878               $ 5.537               $ 6.680              $ 5.945
    35                  7.260                 6.712                 8.559                7.373
    45                 11.159                10.160                13.244               11.151
    55                 15.275                13.375                18.373               14.686
    65                 23.821                20.553                27.943               22.165

</TABLE>
Reductions to Surrender Charges.
<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                          85%
        1                         100%                        6                          80%
        2                         100%                        7                          75%
        3                          95%                        8                          50%
        4                          90%                        9+                          0%
</TABLE>

The current Surrender Charges are the same for all states.  However, in
Pennsylvania the guaranteed maximum Surrender Charges are 8% higher than those
shown.  In addition, the guaranteed maximum Surrender Charge in subsequent
years in Pennsylvania are reduced in the following manner:
<TABLE>
<CAPTION>
                  SURRENDER CHARGE                      SURRENDER CHARGE                     SURRENDER CHARGE
   COMPLETED      AS A % OF INITIAL      COMPLETED     AS A % OF INITIAL      COMPLETED      AS A % OF INITIAL
  POLICY YEARS   SURRENDER CHARGES     POLICY YEARS    SURRENDER CHARGES    POLICY YEARS     SURRENDER CHARGES
  ------------   -----------------     ------------    -----------------    ------------     -----------------

       <S>         <C>                  <C>             <C>                 <C>              <C>
       0                100%                 5                83%                10                 46%
       1                 98%                 6                75%                11                 37%
       2                 95%                 7                70%                12                 28%
       3                 92%                 8                65%                13                 14%
       4                 88%                 9                55%                14+                 0%
</TABLE>
The illustrations of current values are the same for Pennsylvania.  However,
the guaranteed maximum Surrender Charges are slightly higher in Pennsylvania.
If this contract is issued in Pennsylvania, please contact the home office for
an illustration.  

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





                                33
<PAGE>   37
                                   APPENDIX 2

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

The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance.  The illustrations
illustrate how Cash Values, Cash Surrender Values and death benefits under a
Policy would vary over time if the hypothetical gross investment rates of
return were a uniform annual effective rate of either 0%, 6% or 12%.  If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values, Cash Surrender Values and death benefits may be
different.  For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force.  The
illustrations also assume there is no Policy Indebtedness, no additional
premium payments are made, no Cash Values are allocated to the Fixed Account,
and there are no changes in the Specified Amount or death benefit option.
   
The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return.  This is
due to the daily charges made against the assets of the sub-accounts for
assuming mortality and expense risks.  The mortality and expense risk charges
are equivalent to an annual effective rate of .80% of the daily net asset value
of the Variable Account.  In addition, the net investment returns also reflect
the deduction of Fund investment advisory fees and other expenses which are
equivalent to an annual effective rate of 0.85% 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 Fund expenses,
gross annual rates of return of 0%, 6% and 12% correspond to net investment
experience at constant annual rates of -1.65%, 4.35% and 10.35%.

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

In addition, the illustrations reflect the fact that the Company deducts a
monthly administrative charge at the beginning of each Policy Month.  This
monthly administrative expense charge is $5 and is guaranteed not to exceed
$7.50.  Current values reflect a current monthly administrative expense charge
of $5 and guaranteed values reflect the $7.50 maximum monthly administrative
charge under the Policy.  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.





                                      34
<PAGE>   38


                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM:  $43,165 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45
                                
                                 CURRENT VALUES
<TABLE>
<CAPTION>
                             0.00% Hypothetical           6.00% Hypothetical          12.00% Hypothetical
                           Gross Investment Return     Gross Investment Return      Gross Investment Return
                           -----------------------     -----------------------      -----------------------
              Annual                Cash      Net               Cash      Net               Cash       Net
             Premiums      Cash     Surr     Death     Cash     Surr     Death     Cash     Surr      Death
         Paid    at 5%    Value    Value    Benefit    Value    Value    Benefit   Value    Value    Benefit
 <S>     <C>     <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>        <C>
 Year
   1     2,000    2,100    1,668    1,186    43,165    1,773    1,292    43,165     1,879    1,397     43,165
   2     2,000    4,305    3,307    2,825    43,165    3,620    3,139    43,165     3,947    3,465     43,165
   3     2,000    6,620    4,915    4,433    43,165    5,544    5,062    43,165     6,225    5,743     43,165
   4     2,000    9,051    6,495    6,037    43,165    7,549    7,091    43,165     8,734    8,277     43,165
   5     2,000   11,604    8,044    7,611    43,165    9,636    9,203    43,165    11,499   11,066     43,165
   6         0   12,184    7,707    7,298    43,165    9,844    9,434    43,165    12,468   12,059     43,165
   7         0   12,793    7,363    6,977    43,165   10,049    9,664    43,165    13,530   13,144     43,165
   8         0   13,433    7,009    6,648    43,165   10,252    9,891    43,165    14,693   14,331     43,165
   9         0   14,105    6,646    6,405    43,165   10,452   10,211    43,165    15,970   15,729     43,165
  10         0   14,810    6,270    6,270    43,165   10,647   10,647    43,165    17,371   17,371     43,165

  15         0   18,901    4,172    4,172    43,165   11,510   11,510    43,165    26,820   26,820     43,165
  20         0   24,124    1,433    1,433    43,165   11,959   11,959    43,165    42,382   42,382     51,706
  25         0   30,788      (*)      (*)       (*)   11,388   11,388    43,165    67,360   67,360     78,138
  30         0   39,295      (*)      (*)       (*)    8,375    8,375    43,165   107,288  107,288    114,798
  35         0   50,151      (*)      (*)       (*)      (*)      (*)       (*)   171,712  171,712    180,297
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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





                                       35
<PAGE>   39




                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM:  $43,165 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                                GUARANTEED VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical          6.00% Hypothetical          12.00% Hypothetical
                          Gross Investment Return    Gross Investment Return      Gross Investment Return
                          -----------------------    -----------------------      -----------------------
              Annual               Cash     Net              Cash       Net                Cash       Net
             Premiums      Cash    Surr    Death     Cash    Surr      Death     Cash      Surr      Death
         Paid    at 5%    Value    Value  Benefit    Value   Value    Benefit   Value     Value     Benefit
 <S>    <C>    <C>       <C>     <C>      <C>       <C>     <C>      <C>      <C>       <C>       <C>
  1      2,000   2,100    1,575   1,094    43,165    1,678   1,196    43,165     1,780     1,299    43,165
  2      2,000   4,305    3,118   2,636    43,165    3,420   2,939    43,165     3,736     3,254    43,165
  3      2,000   6,620    4,627   4,146    43,165    5,231   4,749    43,165     5,885     5,403    43,165
  4      2,000   9,051    6,105   5,647    43,165    7,113   6,656    43,165     8,249     7,791    43,165
  5      2,000  11,604    7,549   7,116    43,165    9,070   8,637    43,165    10,852    10,419    43,165
  6          0  12,184    7,099   6,690    43,165    9,133   8,723    43,165    11,636    11,227    43,165
  7          0  12,793    6,632   6,246    43,165    9,176   8,791    43,165    12,485    12,100    43,165
  8          0  13,433    6,143   5,781    43,165    9,198   8,837    43,165    13,405    13,044    43,165
  9          0  14,105    5,627   5,386    43,165    9,192   8,951    43,165    14,401    14,160    43,165
 10          0  14,810    5,082   5,082    43,165    9,154   9,154    43,165    15,481    15,481    43,165

 15          0  18,901    1,733   1,733    43,165    8,288   8,288    43,165    22,508    22,508    43,165
 20          0  24,124      (*)     (*)       (*)    5,399   5,399    43,165    33,826    33,826    43,165
 25          0  30,788      (*)     (*)       (*)      (*)     (*)       (*)    52,553    52,553    60,962
 30          0  39,295      (*)     (*)       (*)      (*)     (*)       (*)    82,040    82,040    87,783
 35          0  50,151      (*)     (*)       (*)      (*)     (*)       (*)   129,233   129,233   135,695
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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





                                       36
<PAGE>   40




                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM:  $40,605 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                              0.00% Hypothetical          6.00% Hypothetical         12.00% Hypothetical
                            Gross Investment Return    Gross Investment Return     Gross Investment Return
                            -----------------------    -----------------------     -----------------------
              Annual                Cash      Net               Cash      Net               Cash       Net
             Premiums      Cash     Surr     Death     Cash     Surr     Death     Cash     Surr      Death
         Paid    at 5%    Value    Value    Benefit    Value    Value    Benefit   Value    Value    Benefit
<S>     <C>     <C>      <C>     <C>      <C>       <C>      <C>       <C>       <C>       <C>       <C>
  1      2,000    2,100    1,670   1,217    42,276     1,776    1,322     42,381    1,881     1,428    42,486
  2      2,000    4,305    3,306   2,853    43,911     3,619    3,166     44,225    3,945     3,492    44,551
  3      2,000    6,620    4,906   4,453    45,512     5,533    5,080     46,138    6,210     5,757    46,816
  4      2,000    9,051    6,472   6,041    47,077     7,519    7,089     48,124    8,697     8,266    49,302
  5      2,000   11,604    8,000   7,592    48,605     9,578    9,170     50,183   11,423    11,015    52,028
  6      2,000   14,284    9,491   9,106    50,096    11,712   11,327     52,317   14,414    14,029    55,020
  7      2,000   17,098   10,944  10,582    51,549    13,924   13,561     54,529   17,695    17,333    58,301
  8      2,000   20,053   12,359  12,019    52,964    16,214   15,875     56,820   21,295    20,955    61,900
  9      2,000   23,156   13,736  13,509    54,341    18,588   18,361     59,193   25,244    25,018    65,850
 10      2,000   26,414   15,072  15,072    55,677    21,043   21,043     61,649   29,576    29,576    70,182

 15      2,000   45,315   21,328  21,328    61,934    34,889   34,889     75,494   58,723    58,723    99,328
 20      2,000   69,439   26,366  26,366    66,971    51,122   51,122     91,728  105,084   105,084   145,690
 25      2,000  100,227   29,734  29,734    70,339    69,680   69,680    110,285  178,686   178,686   219,292
 30      2,000  139,522   30,537  30,537    71,143    89,915   89,915    130,520  295,140   295,140   335,746
 35      2,000  189,673   27,631  27,631    68,237   110,666  110,666    151,271  479,373   479,373   519,978
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      37
<PAGE>   41




                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM:  $40,605 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45

                               GUARANTEED VALUES
<TABLE>
<CAPTION>
                             0.00% Hypothetical          6.00% Hypothetical         12.00% Hypothetical
                           Gross Investment Return    Gross Investment Return     Gross Investment Return
                           -----------------------    -----------------------     -----------------------
              Annual                Cash      Net             Cash       Net                Cash       Net
             Premiums       Cash    Surr     Death    Cash    Surr      Death     Cash      Surr      Death
         Paid    at 5%     Value   Value    Benefit   Value  Value     Benefit   Value     Value    Benefit
  <S>    <C>    <C>       <C>     <C>       <C>      <C>     <C>       <C>      <C>       <C>       <C>
  1      2,000    2,100    1,579   1,126    42,184    1,681   1,228     42,287    1,784     1,331    42,389
  2      2,000    4,305    3,118   2,665    43,723    3,420   2,966     44,025    3,734     3,281    44,339
  3      2,000    6,620    4,616   4,163    45,221    5,216   4,763     45,821    5,865     5,412    46,470
  4      2,000    9,051    6,072   5,641    46,677    7,071   6,640     47,676    8,195     7,764    48,800
  5      2,000   11,604    7,485   7,077    48,091    8,985   8,577     49,591   10,741    10,334    51,347
  6      2,000   14,284    8,854   8,469    49,459   10,959  10,574     51,565   13,524    13,139    54,130
  7      2,000   17,098   10,176   9,814    50,781   12,993  12,630     53,598   16,564    16,202    57,170
  8      2,000   20,053   11,448  11,108    52,053   15,083  14,743     55,689   19,883    19,543    60,488
  9      2,000   23,156   12,666  12,440    53,272   17,229  17,003     57,835   23,505    23,278    64,110
 10      2,000   26,414   13,828  13,828    54,434   19,429  19,429     60,035   27,456    27,456    68,062

 15      2,000   45,315   18,689  18,689    59,294   31,176  31,176     71,781   53,297    53,297    93,902
 20      2,000   69,439   21,506  21,506    62,111   43,754  43,754     84,359   93,070    93,070   133,675
 25      2,000  100,227   21,252  21,252    61,857   55,986  55,986     96,591  153,879   153,879   194,485
 30      2,000  139,522   16,189  16,189    56,794   65,535  65,535    106,140  246,274   246,274   286,879
 35      2,000  189,673    3,371   3,371    43,976   67,920  67,920    108,526  385,475   385,475   426,080
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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





                                   38
<PAGE>   42




                             DEATH BENEFIT OPTION 1
               $5,000 ANNUAL PREMIUM:  $114,019 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical            6.00% Hypothetical         12.00% Hypothetical
                          Gross Investment Return      Gross Investment Return     Gross Investment Return
                          -----------------------      -----------------------     -----------------------
              Annual                Cash      Net             Cash       Net                Cash       Net
             Premiums       Cash    Surr     Death    Cash    Surr      Death     Cash      Surr      Death
         Paid    at 5%     Value   Value    Benefit   Value   Value    Benefit   Value     Value     Benefit
  <S>    <C>    <C>       <C>     <C>      <C>       <C>     <C>       <C>      <C>       <C>       <C>
  1      5,000    5,250    4,291   3,019   114,019    4,558   3,286    114,019    4,825     3,553   114,019
  2      5,000   10,763    8,507   7,234   114,019    9,306   8,034    114,019   10,138     8,866   114,019
  3      5,000   16,551   12,646  11,373   114,019   14,251  12,979    114,019   15,987    14,715   114,019
  4      5,000   22,628   16,712  15,503   114,019   19,405  18,196    114,019   22,433    21,224   114,019
  5      5,000   29,010   20,700  19,555   114,019   24,772  23,626    114,019   29,532    28,387   114,019
  6          0   30,460   19,975  18,893   114,019   25,447  24,365    114,019   32,163    31,082   114,019
  7          0   31,983   19,232  18,214   114,019   26,127  25,109    114,019   35,047    34,029   114,019
  8          0   33,582   18,468  17,514   114,019   26,811  25,857    114,019   38,211    37,257   114,019
  9          0   35,261   17,685  17,049   114,019   27,500  26,864    114,019   41,688    41,052   114,019
 10          0   37,024   16,873  16,873   114,019   28,186  28,186    114,019   45,506    45,506   114,019

 15          0   47,254   12,337  12,337   114,019   31,571  31,571    114,019   71,267    71,267   114,019
 20          0   60,309    6,421   6,421   114,019   34,445  34,445    114,019  113,599   113,599   138,591
 25          0   76,971      (*)     (*)       (*)   35,716  35,716    114,019  181,626   181,626   210,686
 30          0   98,237      (*)     (*)       (*)   32,871  32,871    114,019  290,627   290,627   310,971
 35          0  125,378      (*)     (*)       (*)   20,885  20,885    114,019  466,657   466,657   489,989
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      39
<PAGE>   43




                             DEATH BENEFIT OPTION 1
               $5,000 ANNUAL PREMIUM:  $114,019 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 45

                               GUARANTEED VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical          6.00% Hypothetical        12.00% Hypothetical
                          Gross Investment Return    Gross Investment Return    Gross Investment Return
                          -----------------------    -----------------------    -----------------------
            Annual                Cash     Net               Cash      Net               Cash       Net
           Premiums      Cash     Surr    Death     Cash     Surr     Death     Cash     Surr      Death
        Paid    at 5%    Value    Value   Benefit  Value    Value    Benefit   Value    Value     Benefit
 <S>  <C>    <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>       <C>       <C>
  1    5,000    5,250    4,159   2,886    114,019   4,422    3,149   114,019    4,685     3,413   114,019
  2    5,000   10,763    8,235   6,962    114,019   9,018    7,746   114,019    9,834     8,561   114,019
  3    5,000   16,551   12,229  10,956    114,019  13,798   12,526   114,019   15,496    14,223   114,019
  4    5,000   22,628   16,142  14,933    114,019  18,770   17,561   114,019   21,727    20,518   114,019
  5    5,000   29,010   19,974  18,829    114,019  23,944   22,798   114,019   28,589    27,444   114,019
  6        0   30,460   19,078  17,996    114,019  24,402   23,320   114,019   30,945    29,864   114,019
  7        0   31,983   18,147  17,129    114,019  24,839   23,821   114,019   33,514    32,496   114,019
  8        0   33,582   17,174  16,220    114,019  25,247   24,293   114,019   36,314    35,360   114,019
  9        0   35,261   16,151  15,514    114,019  25,619   24,983   114,019   39,369    38,732   114,019
 10        0   37,024   15,069  15,069    114,019  25,947   25,947   114,019   42,703    42,703   114,019

 15        0   47,254    8,481   8,481    114,019  26,597   26,597   114,019   64,815    64,815   114,019
 20        0   60,309      (*)     (*)        (*)  24,190   24,190   114,019  101,107   101,107   123,350
 25        0   76,971      (*)     (*)        (*)  14,938   14,938   114,019  159,556   159,556   185,085
 30        0   98,237      (*)     (*)        (*)     (*)      (*)       (*)  252,154   252,154   269,805
 35        0  125,378      (*)     (*)        (*)     (*)      (*)       (*)  400,851   400,851   420,893
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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



                                      40
<PAGE>   44




                             DEATH BENEFIT OPTION 2
               $5,000 ANNUAL PREMIUM:  $103,521 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 45

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical            6.00% Hypothetical              12.00% Hypothetical
                         Gross Investment Return       Gross Investment Return          Gross Investment Return
                         -----------------------       -----------------------          -----------------------
            Annual                Cash      Net                 Cash      Net                     Cash        Net
           Premiums        Cash   Surr     Death      Cash      Surr     Death       Cash         Surr        Death
 Year   Paid     at 5%    Value   Value    Benefit    Value     Value    Benefit     Value        Value      Benefit
  <S>    <C>    <C>       <C>     <C>      <C>       <C>      <C>         <C>      <C>         <C>         <C>
  1      5,000    5,250    4,306   3,151   107,827     4,573    3,418     108,094      4,841       3,685     108,362
  2      5,000   10,763    8,526   7,371   112,047     9,325    8,170     112,847     10,157       9,002     113,678
  3      5,000   16,551   12,658  11,502   116,179    14,261   13,105     117,782     15,993      14,838     119,515
  4      5,000   22,628   16,704  15,606   120,225    19,388   18,291     122,909     22,404      21,307     125,926
  5      5,000   29,010   20,657  19,618   124,179    24,707   23,667     128,228     29,439      28,400     132,961
  6      5,000   35,710   24,522  23,540   128,043    30,227   29,245     133,748     37,164      36,182     140,685
  7      5,000   42,746   28,293  27,369   131,815    35,953   35,029     139,474     45,643      44,718     149,164
  8      5,000   50,133   31,971  31,105   135,493    41,890   41,024     145,411     54,950      54,084     158,471
  9      5,000   57,889   35,558  34,980   139,079    48,048   47,471     151,569     65,171      64,593     168,692
 10      5,000   66,034   39,046  39,046   142,567    54,428   54,428     157,949     76,389      76,389     179,910

 15      5,000  113,287   55,493  55,493   159,014    90,520   90,520     194,042    152,000     152,000     255,521
 20      5,000  173,596   69,077  69,077   172,598   133,213  133,213     236,734    272,686     272,686     376,207
 25      5,000  250,567   78,844  78,844   182,366   182,703  182,703     286,224    465,021     465,021     568,542
 30      5,000  348,804   82,881  82,881   186,402   238,011  238,011     341,532    770,716     770,716     874,238
 35      5,000  474,182   78,731  78,731   182,252   297,141  297,141     400,662  1,256,583   1,256,583   1,360,104
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      41
<PAGE>   45




                             DEATH BENEFIT OPTION 2
               $5,000 ANNUAL PREMIUM:  $103,521 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 45

                               GUARANTEED VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical            6.00% Hypothetical              12.00% Hypothetical
                         Gross Investment Return       Gross Investment Return          Gross Investment Return
                         -----------------------       -----------------------          -----------------------
            Annual                   Cash       Net               Cash        Net                   Cash         Net
           Premiums         Cash     Surr      Death     Cash     Surr       Death      Cash        Surr        Death
 Year   Paid     at 5%      Value    Value    Benefit    Value    Value     Benefit     Value       Value      Benefit
  <S>    <C>    <C>        <C>      <C>       <C>       <C>      <C>        <C>      <C>         <C>         <C>
  1      5,000    5,250     4,180    3,024    107,701     4,443    3,288    107,964      4,706       3,551     108,227
  2      5,000   10,763     8,262    7,107    111,783     9,046    7,890    112,567      9,861       8,705     113,382
  3      5,000   16,551    12,248   11,092    115,769    13,813   12,658    117,334     15,507      14,351     119,028
  4      5,000   22,628    16,134   15,036    119,655    18,750   17,652    122,271     21,691      20,593     125,212
  5      5,000   29,010    19,920   18,880    123,441    23,858   22,819    127,380     28,465      27,425     131,986
  6      5,000   35,710    23,602   22,620    127,123    29,142   28,160    132,663     35,883      34,901     139,405
  7      5,000   42,746    27,175   26,251    130,696    34,601   33,677    138,122     44,005      43,081     147,526
  8      5,000   50,133    30,634   29,768    134,156    40,236   39,370    143,757     52,894      52,027     156,415
  9      5,000   57,889    33,974   33,396    137,495    46,046   45,468    149,567     62,619      62,042     166,140
 10      5,000   66,034    37,187   37,187    140,708    52,030   52,030    155,551     73,258      73,258     176,779

 15      5,000  113,287    51,171   51,171    154,692    84,551   84,551    188,072    143,444     143,444     246,965
 20      5,000  173,596    60,809   60,809    164,330   120,924  120,924    224,445    253,129     253,129     356,650
 25      5,000  250,567    64,135   64,135    167,656   159,381  159,381    262,902    423,868     423,868     527,389
 30      5,000  348,804    57,829   57,829    161,350   196,058  196,058    299,579    688,770     688,770     792,291
 35      5,000  474,182    36,319   36,319    139,840   223,193  223,193    326,714  1,098,021   1,098,021   1,201,543
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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





                                      42
<PAGE>   46




                            DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $301,625 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical            6.00% Hypothetical              12.00% Hypothetical
                         Gross Investment Return       Gross Investment Return          Gross Investment Return
                         -----------------------       -----------------------          -----------------------
            Annual                Cash      Net                 Cash         Net                  Cash       Net
           Premiums        Cash   Surr     Death      Cash      Surr       Death       Cash       Surr       Death
 Year   Paid     at 5%    Value   Value    Benefit    Value     Value      Benefit     Value      Value     Benefit
 <S>   <C>     <C>       <C>     <C>      <C>       <C>       <C>         <C>      <C>        <C>        <C>
  1     20,000   21,000   17,219  12,612   301,625    18,290    13,683     301,625     19,362     14,755    301,625
  2     20,000   43,050   34,140  29,533   301,625    37,351    32,744     301,625     40,691     36,083    301,625
  3     20,000   66,203   50,782  46,175   301,625    57,238    52,630     301,625     64,217     59,610    301,625
  4     20,000   90,513   67,147  62,770   301,625    77,990    73,613     301,625     90,181     85,804    301,625
  5     20,000  116,038   83,219  79,072   301,625    99,636    95,490     301,625    118,836    114,689    301,625
  6          0  121,840   80,411  76,495   301,625   102,519    98,603     301,625    129,664    125,748    301,625
  7          0  127,932   77,510  73,824   301,625   105,434   101,748     301,625    141,575    137,889    301,625
  8          0  134,329   74,485  71,030   301,625   108,359   104,904     301,625    154,679    151,223    301,625
  9          0  141,045   71,326  69,022   301,625   111,293   108,990     301,625    169,121    166,817    301,625
 10          0  148,097   68,037  68,037   301,625   114,247   114,247     301,625    185,075    185,075    301,625

 15          0  189,014   48,054  48,054   301,625   128,364   128,364     301,625    294,478    294,478    341,595
 20          0  241,235   17,507  17,507   301,625   138,985   138,985     301,625    472,509    472,509    505,585
 25          0  307,884      (*)     (*)       (*)   141,234   141,234     301,625    760,267    760,267    798,281
 30          0  392,947      (*)     (*)       (*)   124,862   124,862     301,625  1,217,535  1,217,535  1,278,412
 35          0  501,511      (*)     (*)       (*)    59,677    59,677     301,625  1,935,318  1,935,318  2,032,083
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      43
<PAGE>   47




                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $301,625 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55

                               GUARANTEED VALUES
<TABLE>
<CAPTION>
                            0.00% Hypothetical            6.00% Hypothetical              12.00% Hypothetical
                         Gross Investment Return       Gross Investment Return          Gross Investment Return
                         -----------------------       -----------------------          -----------------------
            Annual                Cash      Net                 Cash      Net                     Cash        Net
           Premiums        Cash   Surr     Death      Cash      Surr     Death       Cash         Surr        Death
 Year   Paid     at 5%    Value   Value    Benefit    Value     Value    Benefit     Value        Value      Benefit
  <S>   <C>      <C>      <C>      <C>      <C>       <C>     <C>      <C>        <C>         <C>         <C>
   1    20,000    21,000  16,081   11,474   301,625   17,117  12,510   301,625       18,155      13,548     301,625
   2    20,000    43,050  31,805   27,198   301,625   34,883  30,275   301,625       38,086      33,479     301,625
   3    20,000    66,203  47,188   42,581   301,625   53,347  48,740   301,625       60,015      55,408     301,625
   4    20,000    90,513  62,237   57,860   301,625   72,558  68,181   301,625       84,184      79,807     301,625
   5    20,000   116,038  76,955   72,808   301,625   92,570  88,423   301,625      110,875     106,728     301,625
   6         0   121,840  72,607   68,691   301,625   93,579  89,663   301,625      119,426     115,509     301,625
   7         0   127,932  67,951   64,265   301,625   94,347  90,661   301,625      128,709     125,023     301,625
   8         0   134,329  62,922   59,466   301,625   94,816  91,360   301,625      138,800     135,345     301,625
   9         0   141,045  57,453   55,149   301,625   94,923  92,619   301,625      149,795     147,491     301,625
  10         0   148,097  51,472   51,472   301,625   94,602  94,602   301,625      161,814     161,814     301,625

  15         0   189,014  10,890   10,890   301,625   83,750  83,750   301,625      243,970     243,970     301,625
  20         0   241,235     (*)      (*)       (*)   42,243  42,243   301,625      385,307     385,307     412,279
  25         0   307,884     (*)      (*)       (*)      (*)     (*)       (*)      612,829     612,829     643,471
  30         0   392,947     (*)      (*)       (*)      (*)     (*)       (*)      963,397     963,397   1,011,567
  35         0   501,511     (*)      (*)       (*)      (*)     (*)       (*)    1,486,642   1,486,642   1,560,974
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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



                                      44

<PAGE>   48




                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $271,462 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                                   0.00% Hypothetical               6.00% Hypothetical              12.00% Hypothetical
                                Gross Investment Return          Gross Investment Return          Gross Investment Return
                                -----------------------          -----------------------          -----------------------
                                          Cash       Net                   Cash        Net                   Cash        Net
          Annual Premiums     Cash        Surr      Death       Cash       Surr       Death       Cash       Surr       Death
 Year    Paid       at 5%     Value       Value    Benefit      Value      Value     Benefit     Value      Value      Benefit
  <S>    <C>     <C>         <C>         <C>       <C>       <C>        <C>        <C>        <C>        <C>         <C>
   1     20,000     21,000    17,271      13,125   288,733      18,342     14,195    289,804     19,413     15,266     290,875
   2     20,000     43,050    34,168      30,021   305,630      37,371     33,224    308,833     40,702     36,555     312,164
   3     20,000     66,203    50,702      46,556   322,164      57,123     52,977    328,585     64,064     59,918     335,526
   4     20,000     90,513    66,864      62,925   338,326      77,613     73,674    349,075     89,694     85,755     361,156
   5     20,000    116,038    82,622      78,890   354,084      98,834     95,102    370,296    117,783    114,051     389,245
   6     20,000    142,840    97,989      94,465   369,451     120,824    117,299    392,286    148,588    145,063     420,050
   7     20,000    170,982   112,959     109,641   384,421     143,600    140,283    415,062    182,370    179,052     453,832
   8     20,000    200,531   127,503     124,393   398,965     167,163    164,053    438,625    219,397    216,287     490,859
   9     20,000    231,558   141,620     139,547   413,082     191,536    189,463    462,998    259,988    257,915     531,450
  10     20,000    264,136   155,325     155,325   426,787     216,763    216,763    488,225    304,517    304,517     575,979

  15     20,000    453,150   218,239     218,239   489,701     357,592    357,592    629,054    602,578    602,578     874,040
  20     20,000    694,385   265,419     265,419   536,881     518,819    518,819    790,281  1,072,248  1,072,248   1,343,710
  25     20,000  1,002,269   291,795     291,795   563,257     697,917    697,917    969,379  1,812,137  1,812,137   2,083,599
  30     20,000  1,395,216   290,557     290,557   562,019     889,293    889,293  1,160,756  2,979,455  2,979,455   3,250,917
  35     20,000  1,896,726   249,775     249,775   521,237   1,079,693  1,079,693  1,351,155  4,822,266  4,822,266   5,093,728
</TABLE>
(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
         ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      45
<PAGE>   49





                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $271,462 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55

                               GUARANTEED VALUES

<TABLE>
<CAPTION>
                                   0.00% Hypothetical               6.00% Hypothetical              12.00% Hypothetical
                                Gross Investment Return          Gross Investment Return          Gross Investment Return
                                -----------------------          -----------------------          -----------------------
                                          Cash       Net                   Cash        Net                   Cash        Net
          Annual Premiums     Cash        Surr      Death       Cash       Surr       Death       Cash       Surr       Death
 Year    Paid       at 5%     Value       Value    Benefit      Value      Value     Benefit     Value      Value      Benefit
<S>    <C>      <C>         <C>         <C>       <C>       <C>        <C>        <C>        <C>        <C>         <C>
 1       20,000     21,000    16,184      12,038   287,646      17,220     13,073     288,682     18,257     14,110    289,719 
 2       20,000     43,050    31,877      27,730   303,339      34,940     30,794     306,402     38,128     33,982    309,590
 3       20,000     66,203    47,072      42,926   318,534      53,168     49,022     324,630     59,765     55,618    331,227
 4       20,000     90,513    61,751      57,812   333,213      71,898     67,958     343,360     83,317     79,378    354,779 
 5       20,000    116,038    75,889      72,157   347,351      91,116     87,384     362,578    108,945    105,213    380,407
 6       20,000    142,840    89,459      85,934   360,921     110,807    107,282     382,269    136,821    133,297    408,283
 7       20,000    170,982   102,431      99,114   373,893     130,950    127,633     402,413    167,134    163,817    438,596
 8       20,000    200,531   114,758     111,648   386,220     151,507    148,397     422,969    200,069    196,959    471,531 
 9       20,000    231,558   126,392     124,318   397,854     172,434    170,361     443,896    235,832    233,759    507,294
10       20,000    264,136   137,288     137,288   408,750     193,690    193,690     465,152    274,652    274,652    546,114

15       20,000    453,150   179,287     179,287   450,749     303,404    303,404     574,866    524,459    524,459    795,921
20       20,000    694,385   193,401     193,401   464,863     410,516    410,516     681,978    897,812    897,812  1,169,274
25       20,000  1,002,269   165,230     165,230   436,692     495,149    495,149     766,611  1,449,402  1,449,402  1,720,864 
30       20,000  1,395,216    76,531      76,531   347,993     527,482    527,482     798,944  2,262,330  2,262,330  2,533,792
35       20,000  1,896,726       (*)         (*)       (*)     454,371    454,371     725,833  3,451,917  3,451,917  3,723,379
</TABLE>
(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN 
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS 
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE 
      PROSPECTUS APPENDIX.
(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      46
<PAGE>   50





                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $205,135 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                                0.00% Hypothetical           6.00% Hypothetical               12.00% Hypothetical
                              Gross Investment Return     Gross Investment Return           Gross Investment Return
                              -----------------------     -----------------------           -----------------------
              Annual                 Cash        Net               Cash       Net                     Cash         Net
             Premiums       Cash     Surr       Death     Cash     Surr      Death        Cash        Surr        Death
         Paid    at 5%     Value    Value      Benefit    Value    Value    Benefit      Value        Value       Benefit
<S>    <C>      <C>        <C>       <C>       <C>      <C>       <C>        <C>       <C>         <C>          <C>
 1     20,000    21,000    16,618    11,732    205,135   17,673    12,786    205,135      18,728      13,842      205,135
 2     20,000    43,050    32,941    28,054    205,135   36,092    31,206    205,135      39,372      34,485      205,135
 3     20,000    66,203    48,992    44,105    205,135   55,327    50,441    205,135      62,184      57,297      205,135
 4     20,000    90,513    64,779    60,137    205,135   75,440    70,798    205,135      87,442      82,800      205,135
 5     20,000   116,038    80,339    75,941    205,135   96,529    92,131    205,135     115,498     111,100      205,135
 6          0   121,840    76,906    72,753    205,135   98,778    94,625    205,135     125,708     121,555      205,135
 7          0   127,932    73,232    69,323    205,135  100,961    97,052    205,135     136,997     133,088      205,135
 8          0   134,329    69,291    65,627    205,135  103,072    99,407    205,135     149,534     145,869      205,135
 9          0   141,045    65,045    62,602    205,135  105,098   102,654    205,135     163,519     161,076      205,135
10          0   148,097    60,430    60,430    205,135  107,010   107,010    205,135     179,187     179,187      205,135

15          0   189,014    29,550    29,550    205,135  114,133   114,133    205,135     287,698     287,698      302,083
20          0   241,235       (*)       (*)        (*)  113,840   113,840    205,135     460,496     460,496      483,521
25          0   307,884       (*)       (*)        (*)   94,478    94,478    205,135     731,738     731,738      768,325
30          0   392,947       (*)       (*)        (*)   15,855    15,855    205,135   1,166,147   1,166,147    1,177,808
</TABLE>
(1)     ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN 
        ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS 
        INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE 
        PROSPECTUS APPENDIX.
(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE TRUST THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR  ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.



                                      47
<PAGE>   51





                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $205,135 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                               GUARANTEED VALUES
<TABLE>
<CAPTION>
                                0.00% Hypothetical           6.00% Hypothetical         12.00% Hypothetical
                              Gross Investment Return     Gross Investment Return     Gross Investment Return
                              -----------------------     -----------------------     -----------------------
              Annual                    Cash      Net              Cash      Net                Cash     Net
             Premiums       Cash        Surr     Death   Cash      Surr     Death     Cash      Surr    Death
         Paid    at 5%     Value        Value   Benefit  Value    Value    Benefit   Value     Value   Benefit
<S>    <C>       <C>        <C>        <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>
 1     20,000     21,000    14,205      9,319   205,135  15,188   10,302   205,135   16,174    11,288   205,135
 2     20,000     43,050    28,074     23,187   205,135  30,954   26,067   205,135   33,958    29,072   205,135
 3     20,000     66,203    41,640     36,754   205,135  47,385   42,499   205,135   53,624    48,737   205,135
 4     20,000     90,513    54,939     50,297   205,135  64,586   59,944   205,135   75,496    70,854   205,135
 5     20,000    116,038    67,999     63,601   205,135  82,675   78,277   205,135   99,971    95,573   205,135
 6          0    121,840    61,657     57,503   205,135  81,451   77,297   205,135  106,042   101,889   205,135
 7          0    127,932    54,577     50,668   205,135  79,596   75,686   205,135  112,561   108,652   205,135
 8          0    134,329    46,582     42,917   205,135  76,953   73,288   205,135  119,588   115,924   205,135
 9          0    141,045    37,460     35,016   205,135  73,337   70,894   205,135  127,215   124,772   205,135
10          0    148,097    26,972     26,972   205,135  68,532   68,532   205,135  135,581   135,581   205,135

15          0    189,014       (*)        (*)       (*)  15,446   15,446   205,135  198,356   198,356   208,274
20          0    241,235       (*)        (*)       (*)     (*)      (*)       (*)  311,439   311,439   327,011
25          0    307,884       (*)        (*)       (*)     (*)      (*)       (*)  480,207   480,207   504,217
30          0    392,947       (*)        (*)       (*)     (*)      (*)       (*)  746,244   746,244   753,706
</TABLE>
(1)     ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN 
        ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS 
        INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE 
        PROSPECTUS APPENDIX.
(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

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




                                      48
<PAGE>   52





                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $194,739 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                                 CURRENT VALUES
<TABLE>
<CAPTION>
                                  0.00% Hypothetical         6.00% Hypothetical               12.00% Hypothetical
                               Gross Investment Return     Gross Investment Return          Gross Investment Return
                               -----------------------     -----------------------          -----------------------
                                       Cash        Net                Cash      Net                   Cash        Net
       Annual Premiums      Cash       Surr       Death     Cash      Surr     Death       Cash       Surr       Death
Year   Paid      at 5%      Value      Value     Benefit    Value     Value    Benefit     Value      Value     Benefit
<S>   <C>     <C>          <C>       <C>         <C>       <C>       <C>       <C>      <C>        <C>        <C>
 1     20,000     21,000     16,547    11,908     211,285    17,594    12,955   212,332     18,642     14,003    213,381
 2     20,000     43,050     32,613    27,974     227,351    35,722    31,083   230,460     38,957     34,318    233,695
 3     20,000     66,203     48,191    43,552     242,929    54,391    49,752   249,129     61,097     56,458    255,836
 4     20,000     90,513     63,246    58,839     257,984    73,579    69,172   268,318     85,205     80,798    279,943
 5     20,000    116,038     77,770    73,595     272,509    93,294    89,119   288,032    111,462    107,287    306,201
 6     20,000    142,840     91,757    87,814     286,496   113,540   109,596   308,278    140,070    136,127    334,809
 7     20,000    170,982    105,157   101,446     299,895   134,280   130,569   329,019    171,208    167,497    365,947
 8     20,000    200,531    117,963   114,484     312,701   155,519   152,040   350,258    205,115    201,636    399,853
 9     20,000    231,558    130,153   127,834     324,892   177,246   174,926   371,984    242,039    239,720    436,778
10     20,000    264,136    141,679   141,679     336,418   199,420   199,420   394,159    282,225    282,225    476,963

15     20,000    453,150    190,197   190,197     384,936   318,421   318,421   513,160    545,952    545,952    740,690
20     20,000    694,385    216,571   216,571     411,309   444,024   444,024   638,763    949,833    949,833  1,144,572
25     20,000  1,002,269    212,426   212,426     407,165   566,208   566,208   760,946  1,568,052  1,568,052  1,762,790
30     20,000  1,395,216    167,420   167,420     362,158   669,255   669,255   863,994  2,516,798  2,516,798  2,711,536
</TABLE>
(1)     ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)     CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN 
        ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS 
        INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE 
        PROSPECTUS APPENDIX.
(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY 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>   53





                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $194,739 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                               GUARANTEED VALUES
<TABLE>
<CAPTION>
                                     0.00% Hypothetical              6.00% Hypothetical               12.00% Hypothetical
                                   Gross Investment Return        Gross Investment Return           Gross Investment Return
                                   -----------------------        -----------------------           -----------------------
                                           Cash      Net                     Cash      Net                    Cash         Net
          Annual Premiums         Cash     Surr     Death         Cash      Surr      Death       Cash        Surr        Death
 Year    Paid       at 5%        Value    Value    Benefit       Value      Value    Benefit      Value       Value      Benefit
  <S>    <C>      <C>           <C>      <C>        <C>         <C>        <C>        <C>       <C>         <C>         <C>
   1     20,000      21,000      14,065    9,426    208,804      15,033     10,394    209,771      16,003      11,364     210,741
   2     20,000      43,050      27,434   22,795    222,172      30,225     25,586    224,964      33,136      28,497     227,875
   3     20,000      66,203      40,082   35,444    234,821      45,548     40,910    240,287      51,479      46,840     246,217
   4     20,000      90,513      51,978   47,571    246,716      60,962     56,555    255,700      71,106      66,699     265,844
   5     20,000     116,038      63,071   58,896    257,810      76,406     72,231    271,145      92,083      87,908     286,822
   6     20,000     142,840      73,294   69,351    268,032      91,798     87,855    286,537     114,461     110,518     309,200
   7     20,000     170,982      82,559   78,848    277,298     107,032    103,321    301,771     138,276     134,565     333,014
   8     20,000     200,531      90,758   87,279    285,497     121,972    118,493    316,710     163,539     160,060     358,278
   9     20,000     231,558      97,782   95,462    292,520     136,475    134,155    331,213     190,265     187,945     385,003
  10     20,000     264,136     103,541  103,541    298,279     150,410    150,410    345,149     218,487     218,487     413,225

  15     20,000     453,150     111,282  111,282    306,020     207,629    207,629    402,368     384,589     384,589     579,328
  20     20,000     694,385      73,398   73,398    268,136     226,517    226,517    421,255     595,047     595,047     789,786
  25     20,000   1,002,269         (*)      (*)        (*)     168,760    168,760    363,499     843,370     843,370   1,038,109
  30     20,000   1,395,216         (*)      (*)        (*)         (*)        (*)        (*)   1,119,536   1,119,536   1,314,275
</TABLE>
(1)     ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)     GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN 
        ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)     NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS 
        INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE 
        PROSPECTUS APPENDIX.
(*)     UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY 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>   54

<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>   55

<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>   56
                          PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

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

Cross-reference to items required by Form N-8B-2.
   
The prospectus consisting of 91 pages.
    
Representations and Undertakings.

Accountants' Consent.

The Signatures.

<TABLE>
<S>                                                       <C>
The following exhibits required by Forms N-8B-2 and S-6:
   
 1.  Power of Attorney dated April 4, 1996                    An  original  Power  of  Attorney  dated  April  4,  1996  is
                                                              included  with  the Post-Effective  Amendment  No.  8 to  the
                                                              Registration Statement  on Form N-4 of  NACo Variable Account
                                                              (File No. 33-33425, 811-5999) on file with the Company.
     
 2.  Resolution  of  the  Depositor's  Board   of  Directors  Included with  the Registration Statement on  Form N-8B-2 for
     authorizing the establishment of the Registrant, adopted the Nationwide  VLI Separate  Account-2 (File  No. 811-5311),
                                                              and hereby incorporated herein by reference.

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

 4.  Form of Security                                         Included  with  Pre-Effective  Amendment  No.  1  and  hereby
                                                              incorporated herein by reference.

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

 6.  Application form of Security                             Included  with  Pre-Effective  Amendment  No.  1  and  hereby
                                                              incorporated herein by reference.

 7.  Opinion of Counsel                                       Included  with  Pre-Effective  Amendment  No.  1  and  hereby
                                                              incorporated herein by reference.




</TABLE>


<PAGE>   57

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.





                                
<PAGE>   58
                              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>   59
                                   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. 6 and has duly caused this Post-Effective
Amendment No. 6 to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City
of Columbus, and State of Ohio, on this 26th day of April, 1996.
    
   

                                            NATIONWIDE VLI SEPARATE ACCOUNT-2
                                                       (Registrant)
(Seal)                                      NATIONWIDE LIFE INSURANCE COMPANY
Attest:                                                   (Sponsor)
    
W. SIDNEY DRUEN                             By:       JOSEPH P. RATH
- ------------------------                       -----------------------------
W. Sidney Druen                                       Joseph P. Rath
Assistant Secretary                            Vice President and Associate
                                                      General Counsel
   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 has been signed below by the following persons in the
capacities indicated on the 26th day of April, 1996.
<TABLE>
<CAPTION>
               SIGNATURE                                      TITLE
<S>                                                       <C>                        <C>
LEWIS J. ALPHIN                                             Director
- --------------------------------
Lewis J. Alphin

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

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

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

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

JOSEPH J. GASPER                                            President/Chief Operating
- --------------------------------                            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-
- --------------------------------                            Financial Officer 
Robert A. Oakley                                                              

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

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

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

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

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





<PAGE>   1
                              POWER OF ATTORNEY


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

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

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




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