NATIONWIDE VLI SEPARATE ACCOUNT 2
485BPOS, 1997-04-28
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<PAGE>   1

                                                       Registration No. 33-62795
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

   
                         POST-EFFECTIVE AMENDMENT NO. 2
    

                                   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 the 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, 1997 pursuant to paragraph (b) of Rule 485
    

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

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

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

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

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

N-8B-2 Item                                   Caption in Prospectus
- -----------                                   ---------------------

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

N-8B-2 Item                                   Caption in Prospectus
- -----------                                   ---------------------

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


<PAGE>   4

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

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

The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies"). The Policies
are designed to provide life insurance coverage on the Insured named in the
Policy. The Policies may also provide a Cash Surrender Value if the Policy is
surrendered during the lifetime of the Insured. The Death Benefit and Cash Value
of the Policies may vary to reflect the experience of the Nationwide VLI
Separate Account-2 (the "Variable Account") or the Fixed Account to which Cash
Values are allocated.

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

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

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

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

   
American Century Variable Portfolios,     Neuberger & Berman Advisers Management
 Inc.:                                        Trust:
   -American Century VP Balanced            -Growth Portfolio
   -American Century VP Capital             -Limited Maturity Bond Portfolio
      Appreciation
   -American Century VP International       -Partners Portfolio
   -American Century VP Value             Oppenheimer Variable Account Funds:
Dreyfus                                     -Bond Fund
   -Dreyfus  Socially  Responsible          -Global Securities Fund
      Growth Fund
   -Dreyfus Stock Index Fund                -Multiple Strategies Fund
Dreyfus Variable Investment Fund          Strong Special Fund II, Inc.:
   -Growth & Income Portfolio**             -Special Fund II
Fidelity Variable Insurance Products      Strong Variable Insurance Funds, Inc.:
  Fund:
   -High Income Portfolio**                 -Discovery Fund II, Inc.
   -Equity-Income Portfolio                 -International Stock Fund II
   -Growth Portfolio                      Van Eck Worldwide Insurance Trust:
   -Overseas Portfolio                      -Worldwide Bond Fund
Fidelity Variable  Insurance Products       -Worldwide Emerging Markets Fund
  Fund II:
   -Asset Manager Portfolio                 -Worldwide Hard Assets Fund
   -Contrafund Portfolio                  Van Kampen American Capital Life
                                            Investment Trust
Nationwide Separate Account Trust:          -American  Capital Real Estate 
                                               Securities Fund
   -Capital Appreciation Fund             Warburg Pincus Trust
   -Government Bond Fund                    -International Equity Portfolio
   -Money Market Fund                       -Post-Venture Capital Portfolio
   -Small Company Fund                      -Small Company Growth Portfolio
   -Total Return Fund
    


                                       1
<PAGE>   5

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

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

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

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

THE COMPANY (NATIONWIDE LIFE INSURANCE COMPANY) GUARANTEES THAT THE DEATH
BENEFIT FOR A POLICY WILL NEVER BE LESS THAN THE SPECIFIED AMOUNT STATED ON THE
POLICY DATA PAGES AS LONG AS THE POLICY IS IN FORCE. THERE IS NO GUARANTEED CASH
SURRENDER VALUE. IF THE CASH SURRENDER VALUE IS INSUFFICIENT TO COVER THE
CHARGES UNDER THE POLICY, THE POLICY WILL LAPSE.

THIS PROSPECTUS GENERALLY DESCRIBES ONLY THAT PORTION OF THE CASH VALUE
ALLOCATED TO THE VARIABLE ACCOUNT. FOR A BRIEF SUMMARY OF THE FIXED ACCOUNT
OPTION, SEE "THE FIXED ACCOUNT OPTION."

   
                   THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
    


                                       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 Cash
Value of the Variable Account.
    

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

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

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

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

Company- Nationwide Life Insurance Company.

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

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

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

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

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

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

Maturity Date- The Policy Anniversary on or following the Insured's 100th
birthday.

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

Net Asset Value- The worth of one share of a Mutual Fund as calculated at the
end of each business day. Net Asset Value is computed by adding the value of all
portfolio holdings, plus other assets, deducting liabilities and then dividing
the result by the number of shares outstanding.

Policy Anniversary- An anniversary of the Policy Date.

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

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

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

   
Policy Owner- The person designated in the Policy application as the Owner. 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 other than individual policies. The provisions of both these
Certificates and Policies are essentially the same and references to the
provisions of the Policies and rights of Policy Owners in this prospectus
include Certificates and Certificate Owners.
    

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

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

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

   
Underlying Mutual Funds- The Underlying Mutual Funds which correspond to the
sub-accounts of the Variable Account.
    

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

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

Variable Account- Nationwide VLI Separate-2, a separate investment account of
Nationwide Life Insurance Company.


                                       3
<PAGE>   7

                                 TABLE OF CONTENTS

   
GLOSSARY OF TERMS..............................................................3
SUMMARY OF THE POLICIES........................................................6
      Variable Life Insurance..................................................6
      The Variable Account and its Sub-accounts................................6
      The Fixed Account........................................................6
      Deductions and Charges...................................................6
      Premiums.................................................................9
NATIONWIDE LIFE INSURANCE COMPANY..............................................9
THE VARIABLE ACCOUNT...........................................................9
      Investments of the Variable Account......................................9
      American Century Variable Portfolios, Inc., a member of the American
      Century(SM) Investments.................................................10
      Dreyfus.................................................................11
      Dreyfus Variable Investment Fund........................................12
      Fidelity Variable Insurance Products Fund...............................12
      Fidelity Variable Insurance Products Fund II............................13
      Nationwide Separate Account Trust.......................................13
      Neuberger & Berman Advisers Management Trust............................14
      Oppenheimer Variable Account Funds......................................14
      Strong Special Fund II, Inc.............................................15
      Strong Variable Insurance Funds, Inc....................................15
      Van Eck Worldwide Insurance Trust.......................................15
      Van Kampen American Capital Life Investment Trust.......................16
      Warburg Pincus Trust....................................................16
      Reinvestment............................................................17
      Transfers...............................................................17
      Dollar Cost Averaging...................................................18
      Substitution of Securities..............................................18
      Voting Rights...........................................................18
INFORMATION ABOUT THE POLICIES................................................19
      Underwriting and Issuance...............................................19
      -Minimum Requirements for Issuance of a Policy..........................19
      -Premium Deposits.......................................................19
      -Allocation of Cash Value...............................................19
      -Short-Term Right to Cancel Policy......................................20
POLICY CHARGES................................................................20
      Deductions from Premiums................................................20
      Monthly Deductions......................................................20
      -Cost of Insurance Charge...............................................20
      -Administrative Expense Charge..........................................20
      -Tax Expense Charge.....................................................21
      -Mortality and Expense Risk Charge......................................21
      Surrender Charges.......................................................21
HOW THE CASH VALUE VARIES.....................................................22
      How the Investment Experience is Determined.............................22
      Net Investment Factor...................................................22
      Valuation of Assets.....................................................23
      Determining the Cash Value..............................................23
      Valuation Periods and Valuation Dates...................................23
SURRENDERING THE POLICY FOR CASH..............................................23
      Right to Surrender......................................................23
      Cash Surrender Value....................................................23
      Partial Surrenders......................................................23
      Maturity Proceeds.......................................................24
      Income Tax Withholding..................................................24
POLICY LOANS..................................................................24
      Taking a Policy Loan....................................................24
    


                                       4
<PAGE>   8

   
      Effect on Investment Performance........................................24
      Interest................................................................25
      Effect on Death Benefit and Cash Value..................................25
      Repayment...............................................................25
HOW THE DEATH BENEFIT VARIES..................................................25
      -Calculation of the Death Benefit.......................................25
      -Proceeds Payable on Death..............................................26
RIGHT OF CONVERSION...........................................................26
CHANGES OF INVESTMENT POLICY..................................................27
GRACE PERIOD..................................................................27
REINSTATEMENT.................................................................27
THE FIXED ACCOUNT OPTION......................................................27
OTHER POLICY PROVISIONS.......................................................28
      Policy Owner............................................................28
      Beneficiary.............................................................28
      Assignment..............................................................28
      Incontestability........................................................28
      Error in Age or Sex.....................................................28
      Suicide.................................................................28
      Nonparticipating Policies...............................................28
      Riders..................................................................29
LEGAL CONSIDERATIONS..........................................................28
DISTRIBUTION OF THE POLICIES..................................................28
CUSTODIAN OF ASSETS...........................................................29
TAX MATTERS...................................................................29
      Policy Proceeds.........................................................29
      -Federal Estate and Generation-Skipping Transfer Taxes..................30
      -Non-Resident Aliens....................................................31
      Taxation of the Company.................................................31
      Tax Changes.............................................................32
THE COMPANY...................................................................32
COMPANY MANAGEMENT............................................................33
      Directors of the Company................................................33
      Executive Officers of the Company.......................................34
OTHER CONTRACTS ISSUED BY THE COMPANY.........................................34
STATE REGULATION..............................................................34
REPORTS TO POLICY OWNERS......................................................34
ADVERTISING...................................................................35
LEGAL PROCEEDINGS.............................................................35
EXPERTS.......................................................................35
REGISTRATION STATEMENT........................................................35
LEGAL OPINIONS................................................................35
APPENDIX......................................................................36
APPENDIX 2....................................................................48
FINANCIAL STATEMENTS..........................................................52
    

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS. THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE
INSURANCE PROTECTION FOR THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE
THAT THE POLICIES ARE IN ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC
INVESTMENT PLAN OF A MUTUAL FUND.


                                       5
<PAGE>   9

                              SUMMARY OF THE POLICIES

Variable Life Insurance

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

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

The Variable Account and its Sub-accounts

The Company places the Policy's Cash Value in the Nationwide VLI Separate
Account-2 and/or the Fixed Account (the "Variable Account") at the time the
Policy is issued. The Policy Owner selects the sub-accounts of the Variable
Account into which the Cash Value will be allocated. (See "Allocation of Cash
Value.") When the Policy is issued, the Cash Value will be allocated to the
Nationwide Separate Account Trust Money Market Fund Sub-account (for any Cash
Value allocated to a Sub-account on the application) or the Fixed Account until
the expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy. (See "Short-Term Right to Cancel
Policy.") Assets of each sub-account are invested at net asset value in shares
of a corresponding Underlying Mutual Fund option. For a description of the
Underlying Mutual Fund options and their investment objectives, see "Investments
of the Variable Account." The Policy Owner also can have Cash Value allocated to
the Fixed Account.

The Fixed Account

The Fixed Account is funded by the assets of the Company's General Account. Cash
Values allocated to the Fixed Account are credited with interest daily at a rate
declared by the Company. The interest rate declared is at the Company's sole
discretion, but may never be less than an effective annual rate of 3%.

Deductions and Charges

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

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

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


                                       6
<PAGE>   10

                      Underlying Mutual Fund Annual Expenses

                           (After Expense Reimbursement)

<TABLE>
<CAPTION>
                                                                             ------------------------------------
                                                                             Management      Other        Total
                                                                                Fees        Expenses    Expenses
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>          <C>  
   
American Century Variable Portfolios, Inc.-American Century VP Balanced         1.00%         0.00%        1.00%
- -----------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios,  Inc.-American  Century VP Capital        1.00%         0.00%        1.00%
Appreciation
- -----------------------------------------------------------------------------------------------------------------
American  Century  Variable   Portfolios,   Inc.-American   Century  VP         1.50%         0.00%        1.50%
International
- -----------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.-American Century VP Value            1.00%         0.00%        1.00%
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Socially Responsible Growth Fund                                        0.72%         0.24%        0.96%
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund                                                        0.25%         0.05%        0.30%
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund- Growth & Income Portfolio                     0.75%         0.08%        0.83%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Equity-Income Portfolio                                       0.51%         0.07%        0.58%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Growth Portfolio                                              0.61%         0.08%        0.69%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-High Income Portfolio                                         0.59%         0.12%        0.71%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Overseas Portfolio                                            0.76%         0.17%        0.93%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II-Asset Manager Portfolio                                    0.64%         0.10%        0.74%
- -----------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II-Contrafund Portfolio                                       0.61%         0.13%        0.74%
- -----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management                                          0.83%         0.09%        0.92%
Trust-Growth Portfolio
- -----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management                                          0.65%         0.13%        0.78%
Trust-Limited Maturity Bond Portfolio
- -----------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management                                          0.84%         0.11%        0.95%
Trust-Partners Portfolio
- -----------------------------------------------------------------------------------------------------------------
NSAT-Capital Appreciation Fund                                                  0.50%         0.02%        0.52%
- -----------------------------------------------------------------------------------------------------------------
NSAT-Government Bond Fund                                                       0.50%         0.01%        0.51%
- -----------------------------------------------------------------------------------------------------------------
NSAT-Money Market Fund                                                          0.50%         0.03%        0.53%
- -----------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund                                                         1.00%         0.10%        1.10%
- -----------------------------------------------------------------------------------------------------------------
NSAT-Total Return Fund                                                          0.50%         0.02%        0.52%
- -----------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Fund-Bond Fund                                     0.74%         0.04%        0.78%
- -----------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Fund-Global Securities Fund                        0.73%         0.08%        0.81%
- -----------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Fund-Multiple Strategies                           0.73%         0.04%        0.77%
- -----------------------------------------------------------------------------------------------------------------
Strong Special Fund II, Inc.                                                    1.00%         0.17%        1.17%
- -----------------------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. - Discovery Fund II, Inc.                 1.00%         0.22%        1.22%
- -----------------------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc. - International Stock Fund II             1.00%         0.59%        1.59%
- -----------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Bond Fund                           1.00%         0.08%        1.08%
- -----------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Emerging Markets Fund               1.00%         0.00%        1.00%
- -----------------------------------------------------------------------------------------------------------------
Van Eck Worldwide Insurance Trust-Worldwide Hard Assets Fund                    1.00%         0.08%        1.08%
- -----------------------------------------------------------------------------------------------------------------
Van Kampen American Capital Life Investment Trust -                             0.83%         0.27%        1.10%
American Capital Real Estate Securities Fund
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-International Equity Portfolio                             0.96%         0.40%        1.36%
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Post-Venture Capital Portfolio                             0.62%         0.78%        1.40%
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust-Small Company Growth Portfolio                             0.90%         0.26%        1.16%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

The Mutual Fund expenses shown above are assessed at the Underlying Mutual Fund
level and are not direct charges against the Variable Account or reductions in
Cash Value. These Underlying Mutual Fund expenses are taken into consideration
in computing each Underlying Mutual Fund's Net Asset Value, which is the share
price used to calculate the Variable Account's unit value. The management fees
and other expenses, some of which are subject to fee waivers or expense
reimbursements. are more fully described in the prospectuses for each individual
Underlying Mutual Fund. None of the above Underlying Mutual Funds are subject to
12b-1 fees. The following Underlying Mutual Funds are subject to the following
fee waiver or expense reimbursement arrangements:
    


                                       7
<PAGE>   11

   
- --------------------------------------------------------------------------------
           FUND                      EXPENSES WITHOUT REIMBURSEMENT OR WAIVER
- --------------------------------------------------------------------------------
American Century Variable         Absent a waiver of fees by the Portfolio's    
Portfolios, Inc. - American       investment adviser and co-administrator,      
Century VP Value                  Management Fees for the Portfolio would equal 
                                  1.25%; Other Expenses would equal .81%; Total 
                                  Portfolio Operating Expenses would have been  
                                  2.06%.                                        
- --------------------------------------------------------------------------------
Dreyfus Stock Index Fund          In the event that aggregate expenses of the   
                                  Fund exceed .40 of 1% of the value of the     
                                  Fund's average net assets for the fiscal year,
                                  the Fund may deduct from the payment to be    
                                  made to Dreyfus, or Dreyfus will bear, such   
                                  excess expense. In addition, the Fund may     
                                  waive receipt of its fees and/or voluntarily  
                                  assume certain expenses of the Fund, which    
                                  would have the effect of lowering the overall 
                                  expense ratio of the Fund.                    
- --------------------------------------------------------------------------------
Dreyfus Socially Responsible      In the event that aggregate expenses of the   
Growth Fund                       Fund exceed .40 of 1% of the value of the     
                                  Fund's average net assets for the fiscal year,
                                  the Fund may deduct from the payment to be    
                                  made to Dreyfus, or Dreyfus will bear, such   
                                  excess expense. In addition, the Fund may     
                                  waive receipt of its fees and/or voluntarily  
                                  assume certain expenses of the Fund, which    
                                  would have the effect of lowering the overall 
                                  expense ratio of the Fund.                    
- --------------------------------------------------------------------------------
Fidelity VIP Fund -               The Adviser has voluntarily agreed subject to 
Equity-Income Portfolio           revision or termination to reimburse a fund   
                                  if, and to the extent that, its aggregate     
                                  operating expenses, including management fees,
                                  exceed a specified annual rate for the fund.  
                                  The expense cap is: 1.50% imposed on October  
                                  9, 1986. Since the expense ratio is           
                                  significantly below the expense cap there is  
                                  no reimbursement and none anticipated during  
                                  the current year. Since there is no           
                                  reimbursement the discontinuance of the       
                                  arrangement has no effect on total fund       
                                  operating expenses.                           
- --------------------------------------------------------------------------------
Fidelity VIP Fund - Growth        The Fund may, from time to time, agree to     
Portfolio                         reimburse a fund for management fees and other
                                  expenses above a specified limit. The Fund    
                                  retains the ability to be repaid if expenses  
                                  fall below the specified limit prior to the   
                                  end of the fiscal year. Reimbursement         
                                  arrangements, which may be terminated at any  
                                  time, can decrease the Fund's expense and     
                                  boost its performance.                        
- --------------------------------------------------------------------------------
Fidelity VIP Fund - High-Income   The Fund may, from time to time, agree to     
Portfolio                         reimburse a fund for management fees and other
                                  expenses above a specified limit. The Fund    
                                  retains the ability to be repaid if expenses  
                                  fall below the specified limit prior to the   
                                  end of the fiscal year. Reimbursement         
                                  arrangements, which may be terminated at any  
                                  time, can decrease the Fund's expense and     
                                  boost its performance.                        
- --------------------------------------------------------------------------------
Fidelity Variable Insurance       The Adviser has voluntarily agreed subject to 
Products Fund - Overseas          revision or termination to reimburse a fund   
Portfolio                         if, and to the extent that, its aggregate     
                                  operating expenses, including management fees,
                                  exceed a specified annual rate for the fund.  
                                  The expense cap is: 1.50% imposed on January  
                                  28, 1986. Since the expense ratio is          
                                  significantly below the expense cap there is  
                                  no reimbursement and none anticipated during  
                                  the current year. Since there is no           
                                  reimbursement the discontinuance of the       
                                  arrangement has no effect on total fund       
                                  operating expenses.                           
- --------------------------------------------------------------------------------
Fidelity VIP Fund II - Asset      The Fund may, from time to time, agree to     
Manager Portfolio                 reimburse a fund for management fees and other
                                  expenses above a specified limit. The Fund    
                                  retains the ability to be repaid if expenses  
                                  fall below the specified limit prior to the   
                                  end of the fiscal year. Reimbursement         
                                  arrangements, which may be terminated at any  
                                  time, can decrease the Fund's expense and     
                                  boost its performance.                        
- --------------------------------------------------------------------------------
Fidelity VIP Fund II -            The Fund may, from time to time, agree to     
Contrafund Portfolio              reimburse a fund for management fees and other
                                  expenses above a specified limit. The Fund    
                                  retains the ability to be repaid if expenses  
                                  fall below the specified limit prior to the   
                                  end of the fiscal year. Reimbursement         
                                  arrangements, which may be terminated at any  
                                  time, can decrease the Fund's expense and     
                                  boost its performance.                        
- --------------------------------------------------------------------------------
Neuberger&Berman  Advisers        The Fund manager will limit expenses by       
Management Trust - Growth         reimbursing the Portfolio for its operating   
Portfolio                         expenses and its pro rata share of operating  
                                  expenses, that exceed 1% of the Fund's average
                                  daily net asset value.                        
- --------------------------------------------------------------------------------
Neuberger&Berman Advisers         The Fund manager will limit expenses by       
Management Trust - Limited        reimbursing the Portfolio for its operating   
Maturity Bond Portfolio           expenses and its pro rata share of operating  
                                  expenses, that exceed 1% of the Fund's average
                                  daily net asset value.                        
- --------------------------------------------------------------------------------
Neuberger&Berman Advisers         The Fund manager will limit expenses by       
Management Trust - Partners       reimbursing the Portfolio for its operating   
Portfolio                         expenses and its pro rata share of operating  
                                  expenses, that exceed 1% of the Fund's average
                                  daily net asset value.                        
- --------------------------------------------------------------------------------
Van Kampen American Capital       The Trust reimburses the Adviser for the cost 
Life Investment Trust -American   of the Fund's accounting services. Further,   
Capital Real Estate Securities    the Adviser and the Subadviser may, from time 
Fund                              to time, agree to waive their respective      
                                  investment advisory fees or any portion       
                                  thereof or elect to reimburse the Fund for    
                                  ordinary business expenses in excess of an    
                                  agreed upon amount.                           
- --------------------------------------------------------------------------------
Warburg Pincus Trust -            The Management Fees, Other Expenses and Total 
International Equity Portfolio    Portfolio Operating Expenses are net of any   
                                  fee waivers or expense reimbursements. Without
                                  such waivers or reimbursements, Management    
                                  Fees would have equaled 1.00%, Other Expenses 
                                  would have equaled 1.21% and total Portfolio  
                                  Operating Expenses would have equaled 2.21%.  
                                  The Fund's investment adviser had undertaken  
                                  to reduce or otherwise limit Total Portfolio  
                                  Operating Expenses; there is no assurance that
                                  these undertakings will continue.             
- --------------------------------------------------------------------------------
    


                                       8
<PAGE>   12

   
- --------------------------------------------------------------------------------
           FUND                      EXPENSES WITHOUT REIMBURSEMENT OR WAIVER
- --------------------------------------------------------------------------------
Warburg Pincus Trust - Small      The Management Fees, Other Expenses and Total 
Company Growth Portfolio          Portfolio Operating Expenses are net of any   
                                  fee waivers or expense reimbursements. Without
                                  such waivers or reimbursements, Management    
                                  Fees would have equaled .90%, Other Expenses  
                                  would have equaled .60% and total Portfolio   
                                  Operating Expenses would have equaled 1.50%.  
                                  The Fund's investment adviser had undertaken  
                                  to reduce or otherwise limit Total Portfolio  
                                  Operating Expenses; there is no assurance that
                                  these undertakings will continue.             
- --------------------------------------------------------------------------------
    
                                  
Premiums

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

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

                         NATIONWIDE LIFE INSURANCE COMPANY

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

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

                               THE VARIABLE ACCOUNT

   
The 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 depositor for the Variable
Account. Nationwide Advisory Services, Inc., of One Nationwide Plaza, Columbus,
Ohio 43216 serves as principal underwriter for the Variable Account. Such
registration does not involve supervision of the management of the Variable
Account or the Company by the Securities and Exchange Commission.
    

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

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

Investments of the Variable Account

At the time of application, the Policy Owner elects to have the Cash Value
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account. (See "Allocation of Cash Value.") When the Policy is issued, the
Policy's Cash Value not allocated to the Fixed Account is placed in the
Nationwide Separate Account Trust Money Market sub-account until expiration of
the period in which the Policy Owner may exercise his or her short-term right to
cancel the Policy. (See "Short-Term Right to Cancel Policy.") At the expiration
of this period, shares of the Underlying Mutual Funds specified by the Policy
Owner are purchased at net asset value for the respective sub-account(s). Such
election is subject to any minimum premium limitations which may be imposed by
the Underlying Mutual Fund option(s). In addition, no less than 5% of premium
may be allocated to any one


                                       9
<PAGE>   13

sub-account or the Fixed Account. The Policy Owner may change the allocation of
Cash Value or may transfer Cash Value from one sub-account to another, subject
to such terms and conditions as may be imposed by each Underlying Mutual Fund
option and as set forth in this prospectus. (See "Transfers", "Allocation of
Cash Value" and "Short-Term Right to Cancel Policy.")

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

Each of the Underlying Mutual Fund options is a series of registered investment
companies which receive investment advice from a registered investment adviser.

   
     1)   American Century Variable Portfolios, Inc., managed by American
          Century Investment Management, Inc., an affiliate of American Century
          Companies, Inc.;
    

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

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

     4)   Dreyfus Variable Investments Fund, managed by The Dreyfus Corporation;
    

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

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

     7)   The Nationwide Separate Account Trust, managed by Nationwide Advisory
          Services, Inc.;
    

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

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

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

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

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

   
     13)  Van Kampen American Capital Life Investment Trust managed by Van
          Kampen American Capital Asset Management, Inc.; and
    

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

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

   
American Century Variable Portfolios, Inc., member of the American Century(SM)
Investments

American Century Variable Portfolios, Inc. (formerly "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 American Century(SM) Investments, American Century Variable Portfolios is
managed by American Century Investment Management, Inc..

- -    American Century VP 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


                                       10
<PAGE>   14

     better-than-average prospects for appreciation and approximately 40% in
     fixed income securities. There can be no assurance that the Fund will
     achieve its investment objective.

   
- -    American Century VP Capital Appreciation
    

     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.

   
- -    American Century VP International
    

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

   
- -    American Century VP Value

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

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

Dreyfus

- -    Dreyfus Stock Index Fund

     The Dreyfus Stock Index Fund, Inc. is an open-end, non-diversified,
     management investment company. It was incorporated under Maryland law on
     January 24, 1989, and commenced operations on September 29, 1989. The
     Dreyfus Corporation ("Dreyfus") serves as the Fund's manager, while Mellon
     Equity Associates, an affiliate of Dreyfus, serves as the Fund's index
     manager.

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

- -    The Dreyfus Socially Responsible Growth Fund, Inc.

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


                                       11
<PAGE>   15

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

   
Dreyfus Variable Investment Fund

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

- -     Growth and Income Portfolio

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

Fidelity Variable Insurance Products Fund

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

- -    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 & Porous 500 Composite Stock Price Index.

- -    Growth Portfolio

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


                                       12
<PAGE>   16

- -    High income Portfolio

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

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

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

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

- -    Overseas Portfolio

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

Fidelity Variable Insurance Products Fund II

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

- -    Asset Manager Portfolio

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

- -    Contrafund Portfolio

     Investment Objective: To seek capital appreciation by investing primarily
     in companies that the fund manager believes to be undervalued due to an
     overly pessimistic appraisal by the public. This strategy can lead to
     investments in domestic or foreign companies, small and large, many of
     which may not be well known. The fund primarily invests in common stock and
     securities convertible into common stock, but it has the flexibility to
     invest in any type of security that may produce capital appreciation.

Nationwide Separate Account Trust

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

- -    Capital Appreciation Fund

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

- -    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
     nstrumentalities.

- -    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.


                                       13
<PAGE>   17

- -    Small Company Fund

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

- -    Total Return Fund

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

Neuberger & Berman Advisers Management Trust

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

- -    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.

- -    Limited Maturity Bond Portfolio

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

- -    Partners Portfolio

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

Oppenheimer Variable Account Funds

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

- -    Bond Fund

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


                                       14
<PAGE>   18

- -    Global Securities Fund

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

- -    Multiple Strategies Fund

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


Strong Special Fund II  , Inc.

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

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

Strong Variable Insurance Funds, Inc.

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

- -    Discovery Fund II, Inc.

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

- -    International Stock Fund II

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

Van Eck Worldwide Insurance Trust

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

- -    Worldwide Bond Fund

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

   
- -    Worldwide Emerging Markets Fund

     Investment Objective: Seeks long-term capital appreciation by investing
     primarily in equity securities in emerging markets around the world. The
     Fund specifically emphasizes investment in countries that, compared to the
     world's major economies, exhibit relatively low gross national product per
     capita, as well as the potential for rapid economic growth. Peregrine Asset
     Management (Hong Kong) Limited serves as sub-investment adviser to this
     Fund.
    


                                       15
<PAGE>   19

   
- -    Worldwide Hard Assets Fund (formerly Gold and Natural Resources Fund)

     Investment Objective: To seek long-term capital appreciation by investing
     globally, primarily in "Hard Assets Securities." Hard assets are tangible,
     finite assets, asuch as real estate, energy, timber, and industrial and
     precious metals. Income is a secondary consideration.
    

Van Kampen American Capital Life Investment Trust

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

- -    American Capital Real Estate Securities Fund

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

Warburg Pincus Trust

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

- -    International Equity Portfolio

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

   
- -    Post-Venture Capital Portfolio

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


                                       16
<PAGE>   20

- -    Small Company Growth Portfolio

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

Reinvestment

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

Transfers

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

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

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

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

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

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

Accordingly, the right to exchange Cash Surrender Values among the Sub-accounts
may be subject to modification if such rights are exercised by a market timing
firm or any other third party authorized to initiate transfer or exchange
transactions on behalf of multiple Policy Owners. THE RIGHTS OF INDIVIDUAL
POLICY OWNERS TO EXCHANGE CASH SURRENDER VALUES, WHEN INSTRUCTIONS ARE SUBMITTED
DIRECTLY BY THE POLICY OWNER, OR BY THE POLICY OWNER'S REPRESENTATIVE OF RECORD
AS AUTHORIZED BY THE EXECUTION OF A VALID NATIONWIDE LIMITED POWER OF ATTORNEY
FORM,
    


                                       17
<PAGE>   21

   
WILL NOT BE MODIFIED IN ANY WAY. In modifying such rights, the Company may,
among other things, not accept (1) the transfer or exchange instructions of any
agent acting under a power of attorney on behalf of more than one Policy Owner,
or (2) the transfer or exchange instructions of individual policy owners who
have executed pre-authorized transfer or exchange forms which are submitted by
market timing firms or other third parties on behalf of more than one Policy
Owner at the same time. The Company will not impose any such restrictions or
otherwise modify exchange rights unless such action is reasonably intended to
prevent the use of such rights in a manner that will disadvantage or potentially
impair the contract rights of other Policy Owners.
    

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

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

Substitution of Securities

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

Voting Rights

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

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

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

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

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


                                       18
<PAGE>   22

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

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

                          INFORMATION ABOUT THE POLICIES

Underwriting and Issuance

- -Minimum Requirements for Issuance of a Policy

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

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

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

- -Premium Deposits

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

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

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

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

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

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

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

- -Allocation of Cash Value

At the time a Policy is issued, its Cash Value will be based on the Nationwide
Separate Account Trust Money Market Fund sub-account value or the Fixed Account
as if the Policy had been issued and the premium invested on the date the
premium was received in good order by the Company. When the Policy is issued,
the Cash Value will be allocated to the Nationwide Separate Account Trust Money
Market Fund sub-account (for any


                                       19
<PAGE>   23

Cash Value allocated to a Sub-account on the Application) or the Fixed Account
until the expiration of the period in which the Policy Owner may exercise his or
her short-term right to cancel the Policy. At the expiration of the period in
which the Policy Owner may exercise his or her short term right to cancel the
Policy, shares of the Underlying Mutual Funds specified by the Policy Owner are
purchased at net asset value for the respective sub-account(s). The Policy Owner
may change the allocation of Cash Value or may transfer Cash Value from one
sub-account to another, subject to such terms and conditions as may be imposed
by each Underlying Mutual Fund and as set forth in the prospectus. Cash Value
allocated to the Fixed Account at the time of application may not be transferred
prior to the first Policy Anniversary. (See "Transfers" and "Investments of the
Variable Account.")

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

- -Short-Term Right to Cancel Policy

   
A Policy may be returned for cancellation and a full refund of premium within 10
days after the Policy is received, within 45 days after the application for
insurance is signed, or within 10 days after the Company mails or delivers a
Notice of Right of Withdrawal, whichever is latest. The Policy can be mailed or
delivered to the registered representative who sold it, or the Company.
Immediately after such mailing or delivery, the Policy will be deemed void from
the beginning. The Company will refund the total premiums paid within seven days
after it receives the Policy. The scope of this right may vary by state. The
exact Policy provision approved or used in a particular state will be disclosed
in any Policy issued.
    

                                  POLICY CHARGES

Deductions from Premiums

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

Monthly Deductions

On the Policy Date and on each Monthly Anniversary Date, the Company will deduct
an amount to cover charges and expenses incurred in connection with the Policy.
Generally, this Monthly Deduction will be deducted on a pro-rata basis from the
Cash Value in each sub-account and the Fixed Account. The amount of the Monthly
Deductions will vary from month to month. If the Cash Surrender Value is not
sufficient to cover the Monthly Deduction which is due, the Policy may lapse
(see "Grace Period'). The Monthly Deductions are comprised of the following
charges:

     -Cost of Insurance Charge

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

   
     Currently, this charge is deducted monthly and is equal to an annual rate
     of 0.65% multiplied by the Cash Value. On a current basis, for policy years
     11 and later, this monthly charge is anticipated to be reduced to the Cash
     Value multiplied by an annual rate of 0.30% if the Cash Surrender Value is
     $100,000 or more. In New York State the current cost of insurance charge is
     calculated at an annual rate of .65% in all years and will not exceed the
     1980 Commissioner's Standard Ordinary Mortality Table, Age Last Birthday
     (1980 CSO).
    

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

     -Administrative Expense Charge

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


                                       20
<PAGE>   24

   
     monthly charge is equal to an annual rate of 0.30% multiplied by the
     Policy's Cash Value. On a current basis, for Policy Years II and later,
     this monthly charge is anticipated to be reduced to an annual rate of 0.15%
     multiplied by the Cash Value, provided the Cash Surrender Value is greater
     than or equal to $100,000. This Administrative Expense Charge is subject to
     a $10 per month minimum. (In New York State this charge is calculated at an
     annual rate of 0.30% in all years and may not exceed $7.50 per month).
    

     -Tax Expense Charge

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

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

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

     -Mortality and Expense Risk Charge

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

     To compensate the Company for assuming these risks, a monthly charge for
     mortality and expense risks is deducted on a pro-rata basis from the Cash
     Value in each Variable Account sub-account. This monthly charge is equal to
     an annual rate of 0.90% multiplied by the Cash Value attributable to the
     Variable Account. To the extent that future levels of mortality and
     expenses are less than or equal to those expected, the Company may realize
     a profit from these charges.

Surrender Charges

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

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

                                          Surrender Charge
                                           as a Percent of
        Completed Policy Years         Initial Premium Payment
        ----------------------         -----------------------
                  0                             10.0%
                  1                             10.0
                  2                              9.0
                  3                              8.0
                  4                              7.0
                  5                              6.0
                  6                              5.0
                  7                              4.0



                                       21
<PAGE>   25

                                          Surrender Charge
                                           as a Percent of
        Completed Policy Years         Initial Premium Payment
        ----------------------         -----------------------
                  8                              3.0
                  9+                             0.0

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

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

                             HOW THE CASH VALUE VARIES

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

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

How the Investment Experience is Determined

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

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

Net Investment Factor

The  Net Investment Factor for any Valuation Period is determined by dividing
     (a) by (b) where:

(a)  is the net of:

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

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

(b)  is the net of:

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

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

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

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


                                       22
<PAGE>   26

Valuation of Assets

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

Determining the Cash Value

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

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

Valuation Periods and Valuation Dates

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

                         SURRENDERING THE POLICY FOR CASH

Right to Surrender

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

Cash Surrender Value

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

Partial Surrenders

Partial surrenders are permitted after the fifth policy year. Partial surrenders
will be permitted only if they satisfy the following requirements:

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

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

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

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

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

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


                                       23
<PAGE>   27

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

No Surrender Charges will be assessed against any such eligible partial
surrenders. Certain partial surrenders may result in currently taxable income
and tax penalties.

Maturity Proceeds

The Maturity Date is the Policy Anniversary on or next following the Insured's
100th birthday. The maturity proceeds will be payable to the Policy Owner on the
Maturity Date provided the Policy is still in force. The Maturity Proceeds will
be equal to the amount of the Policy's Cash Value, less any indebtedness.

Income Tax Withholding

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

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

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

                                   POLICY LOANS

Taking a Policy Loan

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

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

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

Effect on Investment Performance

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


                                       24
<PAGE>   28

Interest

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

   
Total policy indebtedness is composed of two components: (i) Preferred Loans and
(ii) Regular Loans. The amount of the loan account will be treated as a
Preferred Loan to the extent such amount is less than or equal to the Cash Value
minus the result of: the premiums paid less any withdrawals not taxed as
distributions plus any repaid loans previously taxed as distributions plus any
amounts reported to the Company as cost basis attributable to exchanges under
Section 1035 of the Code. Any additional loaned amounts will be treated as
Regular Loans. Preferred and Regular Loan amounts will be determined once a
year, as well as at any time a new loan is requested. On a current basis,
preferred indebtedness will be credited interest daily at an annual effective
rate of 6%, and Regular indebtedness will be credited interest daily at an
annual effective rate of 4%. The credited rate for all policy indebtedness is
guaranteed never to be lower than 4%. This earned interest is transferred from
the Policy Loan Account to a Variable Account or the Fixed Account on each
Policy Anniversary, at any time a new loan is requested 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 indebtedness. Interest is
charged daily and is payable at the end of each Policy Year as well as at any
time a new loan is requested. Unpaid interest will be added to the existing
policy indebtedness as of the due date and will be charged interest at the same
rate as the rest of the indebtedness.

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

Effect on Death Benefit and Cash Value

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

Repayment

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

                           HOW THE DEATH BENEFIT VARIES

- -Calculation of the Death Benefit

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

             $10,000 Single        $25,000 Single        $50,000 Single
                 Premium               Premium              Premium
  Issue
   Age       Male      Female      Male      Female     Male      Female
   ---       ----      ------      ----      ------     ----      ------

   35      $62,031    $76,231    $155,077   $190,577  $310,154   $381,154
   40       49,883     61,337     124,707    153,343   249,413    306,685
   45       40,437     49,825     101,903    124,562   202,186    249,124
   50       33,079     40,742      82,698    101,854   165,397    203,708
   55       27,358     33,531      68,396     83,828   136,791    167,655


                                       25
<PAGE>   29

             $10,000 Single        $25,000 Single        $50,000 Single
                 Premium               Premium              Premium
  Issue
   Age       Male      Female      Male      Female     Male      Female
   ---       ----      ------      ----      ------     ----      ------

   60       22,964     27,734      57,410     69,335   114,821    138,671
   65       19,579     23,052      48,948     57,631    97,895    115,261

Generally, for a given premium payment, the initial Specified Amount is greater
for females than males. The Specified Amount is shown in the Policy.

While the Policy is in force, the Death Benefit will never be less than the
Specified Amount or the Applicable Percentage of Cash Value. The Death Benefit
may vary with the Cash Value of the Policy, which depends on investment
performance. The amount of Death Benefit will ordinarily not change for several
years to reflect investment performance and may not change at all. If investment
performance is favorable, the amount of Death Benefit may increase. The
Applicable Percentage of Cash Value varies by attained age.

                    Applicable Percentage of Cash Value Factors

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

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

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

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

- -Proceeds Payable on Death

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

   
                               RIGHT OF CONVERSION

The Policy Owner may at any time, upon written request to the Company within 24
months of the Policy Date, make an irrevocable, one time election to transfer
all sub-account Cash Values to the Fixed Account. The Right of Conversion
provision is subject to state availability.
    


                                       26
<PAGE>   30

                           CHANGES OF INVESTMENT POLICY

The Company may materially change the Investment Policy of the Variable Account.
The Company must inform the Policy Owner and obtain all necessary regulatory
approvals. Any change must be submitted to the various state insurance
departments which may disapprove it if deemed detrimental to the interests of
the policy holders or if it renders the Company's operations hazardous to the
public. If a Policy Owner objects, there is an unconditional right to transfer
all of the Cash Value in the Variable Account to the Fixed Account. The Policy
Owner has the later of 60 days (6 months in Pennsylvania) from the date of the
Investment Policy change or 60 days (6 months in Pennsylvania) from being
informed of such change to make this transfer.

                                   GRACE PERIOD

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

                                   REINSTATEMENT

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

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

2.   providing evidence of insurability satisfactory to the Company;

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

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

5.   repaying any indebtedness against the Policy which existed at the end of
     the Grace Period.

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

                             THE FIXED ACCOUNT OPTION

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

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


                                       27
<PAGE>   31

                              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 R was recorded. The Company may require that
the Policy be submitted for endorsement before making a change.

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

Beneficiary

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

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

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

Assignment

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

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

Incontestability

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

Error in Age or Sex

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

Suicide

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

Nonparticipating Policies

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


                                       28
<PAGE>   32

   
Riders

A rider may be added as an addition to the Policy. Riders currently include:

      1.    Maturity Extension Endorsement; and

      2.    Accelerated Death Benefit Rider.

Rider availability varies by state.
    

                               LEGAL CONSIDERATIONS

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

                           DISTRIBUTION OF THE POLICIES

   
The Policies will be sold by licensed insurance agents in those states where the
Policies may lawfully be sold. Such agents will be registered representatives of
broker dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. ("NASD"). The
Policies will be distributed by the General Distributor, Nationwide Advisory
Services, Inc. ("NAS"), One Nationwide Plaza, Columbus, Ohio 43216.

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

NAS acts as general distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide DCVA-II, 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 VL Separate Account-B, 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. NAS is a wholly owned subsidiary of the Company.

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

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

                                CUSTODIAN OF ASSETS

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

                                    TAX MATTERS

Policy Proceeds

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


                                       29
<PAGE>   33

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


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

In addition to meeting the tests required under Sections 7702, Section 817(h) of
the Code requires that the investments of separate accounts such as the Variable
Account be adequately diversified. Regulations issued by the Secretary of the
Treasury, set the standards for measuring the adequacy of this diversification.
To be adequately diversified, each sub-account of the Variable Account must meet
certain tests. The Company believes that the investments of the Variable Account
meet the applicable diversification standards. The regulations provide that a
variable life Policy which does not satisfy the diversification standards will
not be treated as life insurance under Section 7702 of the Internal Revenue
Code, unless the failure to satisfy regulations was inadvertent, the failure is
corrected, and the Policy Owner or the Company pays an amount to the Internal
Revenue Service. The amount will be based on the tax that would have been paid
by the Policy Owner if the income, for the period the Policy was not
diversified, had been received by the Policy Owner. If the failure to diversify
is not corrected in this manner, the Policy Owner of the life Policy will be
deemed the owner of the underlying securities and will be taxed on the earnings
of his or her account. The Company will monitor compliance with these
regulations and, to the extent necessary, will change the objectives or assets
of the sub-account investments to remain in compliance.

Representatives of the Internal Revenue Service have suggested, from time to
time, that the number of Underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of Underlying
Mutual Funds, transfers between Underlying Mutual Funds, exchanges of Underlying
Mutual Funds or changes in investment objectives of Underlying Mutual Funds such
that the Policy would no longer qualify as life insurance under Section 7702 of
the Code, the Company will take whatever steps are available to remain in
compliance.

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

   
- - Federal Estate and Generation-Skipping Transfer Taxes

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


                                       30
<PAGE>   34

   
pass to the surviving spouse.

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

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

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

The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes.

The tax rate is a flat rate equal to the maximum estate tax rate (currently
55%), and there is a provision for an aggregate $1 million exemption. Due to the
complexity of these rules, the Policy Owner should consult with counsel and
other competent advisors regarding these taxes,

- - Non-Resident Aliens

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

A payment may not be subject to withholding where the recipient sufficiently
establishes to the Company that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and that such
payment is includable in the recipient's gross income for United States federal
income tax purposes, Any such distributions may be subject to back-up
withholding at the statutory rate (currently 31%) if not taxpayer identification
number, or an incorrect taxpayer identification number, is provided.

State and local estate, inheritance, income 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.


                                       31
<PAGE>   35

   
Tax Changes

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

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

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

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

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


                                    THE COMPANY

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

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

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

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

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

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


                                       32
<PAGE>   36

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


                                COMPANY MANAGEMENT

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

   
The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers. Nationwide Financial Services, Inc. is
the sole shareholder of Nationwide Life.
    

Directors of the Company
                                Director  
            Name                  Since     Principal Occupation
            ----                  -----     --------------------
Lewis J. Alphin                   1993      Farm Owner and Operator (1)

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

Willard J. Engel                  1994      General Manager Lyon County 
                                            Co-Operative Oil Company (1)
Fred C. Finney                    1992      Owner and Operator, Moreland Fruit
                                            Farm; Operator, Melrose Orchard (1)
Charles L. Fuellgraf, Jr. * +     1969      Chief Executive Officer, Fuellgraf 
                                            Electric Company. (1)

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

Henry S. Holloway *+              1986      Farm Owner and Operator (1)
Dimon Richard McFerson *+         1988      Chairman and Chief Executive 
                                            Officer, Nationwide Insurance
                                            Enterprise (2)
David O. Miller *+                1985      President, Owen Potato Farm, Inc.; 
                                            Partner, M&M Enterprises (1)

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

James F. Patterson +              1989      Vice President, Pattersons, Inc.;  
                                            President, Patterson Farms, Inc. (1)
Arden L. Shisler *+               1984      President and Chief Executive 
                                            Officer, K&B Transport, Inc. (1)

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

Nancy C. Thomas *                 1986      Farm Owner and Operator. (1)
Harold W. Weihl                   1990      Farm Owner and Operator, Weihl Farms
                                            (1)
                                          
*Member, Executive Committee                +Member, Investment Committee

1)   Principal occupation for last five years.

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

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

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


                                       33
<PAGE>   37

Executive Officers of the Company

Name                           Office Held
- ----                           -----------

Dimon Richard McFerson         Chairman and Chief Executive
                               Officer-Nationwide Insurance Enterprise

Joseph J. Gasper               President and Chief Operating Officer

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

Robert A. Oakley               Executive Vice President-Chief Financial
                               Officer

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

James E. Brock                 Senior Vice President - Life Company Operations

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

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

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

   
Mark R. Thresher               Vice President - Controller

Duane M. Campbell              Vice President - Treasurer

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

                       OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                 STATE REGULATION

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

                             REPORTS TO POLICY OWNERS

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

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


                                       34
<PAGE>   38

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

                                    ADVERTISING

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

                                 LEGAL PROCEEDINGS

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

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

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

                                     EXPERTS

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

                              REGISTRATION STATEMENT

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

                                  LEGAL OPINIONS

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


                                       35
<PAGE>   39

                                     APPENDIX

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

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

   
The amounts shown for the Cash Value, Cash Surrender Value and Death Benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return. This is due
to the deduction of Underlying Mutual Fund investment advisory fees and other
expenses which are equivalent to an annual effective rate of 0.90%. This
effective rate is based on the average of the fund expenses for the preceding
year for all Underlying Mutual Fund options available under the policy as of
March 31, 1997.
    

Taking account of the Underlying Mutual Fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -0.90%, 5.1 %, and 1 1.1 % respectively.

The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection, recovering taxes, providing for
administrative expenses, and assuming mortality and expense risks. Current
values reflect current charges and guaranteed values reflect the maximum charges
guaranteed in the Policy. The values shown are for policies which are issued as
standard. Policies issued on a substandard basis would result in lower Cash
Values and Death Benefits than those illustrated.

In addition, the illustrations reflect the fact that no charges for federal or
state income taxes are currently made against the Variable Account If such a
charge is made in the future, it will require a higher gross investment return
than illustrated in order to produce the net after-tax returns shown in the
illustrations.

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


                                       36
<PAGE>   40

                $10,000 INITIAL PREMIUM: $19,579 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% Hypothetical                     6% Hypothetical                       12% Hypothetical
                           Gross Investment Return            Gross Investment Return               Gross Investment Return
                           -----------------------            -----------------------               -----------------------
            Premiums
           Paid Plus                   Cash                               Cash                                    Cash
  Policy    Interest        Cash       Surr        Death       Cash       Surr         Death         Cash         Surr        Death
    Year       at 5%       Value      Value      Benefit      Value      Value       Benefit        Value        Value      Benefit
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------

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

ASSUMPTIONS:

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

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

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

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

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


                                       37
<PAGE>   41

                $10,000 INITIAL PREMIUM: $19,579 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0% Hypothetical                     6% Hypothetical                       12% Hypothetical
                           Gross Investment Return            Gross Investment Return               Gross Investment Return
                           -----------------------            -----------------------               -----------------------
            Premiums
           Paid Plus                   Cash                               Cash                                    Cash
  Policy    Interest        Cash       Surr        Death       Cash       Surr         Death         Cash         Surr        Death
    Year       at 5%       Value      Value      Benefit      Value      Value       Benefit        Value        Value      Benefit
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
<S>           <C>          <C>        <C>         <C>         <C>        <C>          <C>          <C>           <C>         <C>   
       1      10,500       9,381      8,381       19,579      9,962      8,962        19,579       10,544        9,544       19,579
       2      11,025       8,734      7,734       19,579      9,896      8,896        19,579       11,130       10,130       19,579
       3      11,576       8,052      7,152       19,579      9,799      8,899        19,579       11,767       10,867       19,579
       4      12,155       7,329      6,529       19,579      9,664      8,864        19,579       12,462       11,662       19,579
       5      12,763       6,557      5,857       19,579      9,486      8,786        19,579       13,225       12,525       19,579
       6      13,401       5,724      5,124       19,579      9,255      8,655        19,579       14,069       13,469       19,579
       7      14,071       4,815      4,315       19,579      8,960      8,460        19,579       15,008       14,508       19,579
       8      14,775       3,810      3,410       19,579      8,585      8,185        19,579       16,063       15,663       19,579
       9      15,513       2,686      2,386       19,579      8,112      7,812        19,579       17,258       16,958       19,579
      10      16,289       1,418      1,418       19,579      7,519      7,519        19,579       18,628       18,628       19,932
      15      20,789         (*)        (*)          (*)      1,805      1,805        19,579       28,480       28,480       29,904
      20      26,533         (*)        (*)          (*)        (*)        (*)           (*)       43,419       43,419       45,590
      25      33,864         (*)        (*)          (*)        (*)        (*)           (*)       65,149       65,149       68,407
      30      43,219         (*)        (*)          (*)        (*)        (*)           (*)       98,541       98,541       99,527
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       38
<PAGE>   42

                $10,000 INITIAL PREMIUM: $40,437 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0% Hypothetical                     6% Hypothetical                      12% Hypothetical
                           Gross Investment Return            Gross Investment Return              Gross Investment Return
                           -----------------------            -----------------------              -----------------------
            Premiums
           Paid Plus                   Cash                               Cash                                    Cash
  Policy    Interest        Cash       Surr        Death       Cash       Surr         Death         Cash         Surr        Death
    Year       at 5%       Value      Value      Benefit      Value      Value       Benefit        Value        Value      Benefit
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
<S>           <C>          <C>        <C>         <C>        <C>         <C>          <C>          <C>           <C>         <C>   
       1      10,500       9,582      8,582       40,437     10,160      9,160        40,437       10,738        9,738       40,437
       2      11,025       9,176      8,176       40,437     10,324      9,324        40,437       11,540       10,540       40,437
       3      11,576       8,782      7,882       40,437     10,493      9,593        40,437       12,411       11,511       40,437
       4      12,155       8,401      7,601       40,437     10,667      9,867        40,437       13,358       12,558       40,437
       5      12,763       8,030      7,330       40,437     10,846     10,146        40,437       14,386       13,686       40,437
       6      13,401       7,671      7,071       40,437     11,030     10,430        40,437       15,503       14,903       40,437
       7      14,071       7,323      6,823       40,437     11,218     10,718        40,437       16,717       16,217       40,437
       8      14,775       6,985      6,585       40,437     11,413     11,013        40,437       18,035       17,635       40,437
       9      15,513       6,657      6,357       40,437     11,612     11,312        40,437       19,468       19,168       40,437
      10      16,289       6,339      6,339       40,437     11,818     11,818        40,437       21,024       21,024       40,437
      15      20,789       5,018      5,018       40,437     13,271     13,271        40,437       31,910       31,910       42,759
      20      26,533       3,854      3,854       40,437     14,983     14,983        40,437       49,033       49,033       59,820
      25      33,864       2,830      2,830       40,437     17,000     17,000        40,437       75,219       75,219       87,254
      30      43,219       1,928      1,928       40,437     19,377     19,377        40,437      116,172      116,172      124,304
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       39
<PAGE>   43

                $10,000 INITIAL PREMIUM: $40,437 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0% Hypothetical                     6% Hypothetical                       12% Hypothetical
                           Gross Investment Return            Gross Investment Return               Gross Investment Return
                           -----------------------            -----------------------               -----------------------
            Premiums
           Paid Plus                   Cash                               Cash                                    Cash
  Policy    Interest        Cash       Surr        Death       Cash       Surr         Death         Cash         Surr        Death
    Year       at 5%       Value      Value      Benefit      Value      Value       Benefit        Value        Value      Benefit
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
<S>           <C>          <C>        <C>         <C>        <C>         <C>          <C>          <C>           <C>         <C>   
       1      10,500       9,501      8,501       40,437     10,080      9,080        40,437       10,658        9,658       40,437
       2      11,025       8,999      7,999       40,437     10,150      9,150        40,437       11,370       10,370       40,437
       3      11,576       8,494      7,594       40,437     10,211      9,311        40,437       12,139       11,239       40,437
       4      12,155       7,984      7,184       40,437     10,260      9,460        40,437       12,972       12,172       40,437
       5      12,763       7,467      6,767       40,437     10,297      9,597        40,437       13,874       13,174       40,437
       6      13,401       6,941      6,341       40,437     10,318      9,718        40,437       14,852       14,252       40,437
       7      14,071       6,402      5,902       40,437     10,320      9,820        40,437       15,911       15,411       40,437
       8      14,775       5,849      5,449       40,437     10,301      9,901        40,437       17,062       16,662       40,437
       9      15,513       5,276      4,976       40,437     10,256      9,956        40,437       18,310       18,010       40,437
      10      16,289       4,680      4,680       40,437     10,181     10,181        40,437       19,668       19,668       40,437
      15      20,789       1,317      1,317       40,437      9,512      9,512        40,437       29,386       29,386       40,437
      20      26,533         (*)        (*)          (*)      7,315      7,315        40,437       45,090       45,090       55,010
      25      33,864         (*)        (*)          (*)      1,889      1,889        40,437       69,171       69,171       80,238
      30      43,219         (*)        (*)          (*)        (*)        (*)           (*)      106,265      106,265      113,704
</TABLE>

ASSUMPTIONS:

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

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

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

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

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


                                       40
<PAGE>   44

               $25,000 INITIAL PREMIUM: $101,093 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

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

ASSUMPTIONS:

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

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

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

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

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


                                       41
<PAGE>   45

               $25,000 INITIAL PREMIUM: $101,093 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                                 0% Hypothetical                  6% Hypothetical                       12% Hypothetical
                           Gross Investment Return            Gross Investment Return               Gross Investment Return
                           -----------------------            -----------------------               -----------------------
            Premiums
           Paid Plus                   Cash                               Cash                                    Cash
  Policy    Interest        Cash       Surr        Death       Cash       Surr         Death         Cash         Surr        Death
    Year       at 5%       Value      Value      Benefit      Value      Value       Benefit        Value        Value      Benefit
    ----       -----       -----      -----      -------      -----      -----       -------        -----        -----      -------
<S>           <C>         <C>        <C>         <C>         <C>        <C>          <C>           <C>          <C>         <C>    
       1      26,250      23,955     21,455      101,093     25,408     22,908       101,093       26,863       24,363      101,093
       2      27,562      22,898     20,398      101,093     25,803     23,303       101,093       28,881       26,381      101,093
       3      28,941      21,828     19,578      101,093     26,183     23,933       101,093       31,070       28,820      101,093
       4      30,388      20,741     18,741      101,093     26,544     24,544       101,093       33,448       31,448      101,093
       5      31,907      19,633     17,883      101,093     26,883     25,133       101,093       36,031       34,281      101,093
       6      33,502      18,499     16,999      101,093     27,196     25,696       101,093       38,841       37,341      101,093
       7      35,178      17,331     16,081      101,093     27,474     26,224       101,093       41,896       40,646      101,093
       8      36,936      16,121     15,121      101,093     27,711     26,711       101,093       45,213       44,213      101,093
       9      38,783      14,861     14,111      101,093     27,898     27,148       101,093       48,817       48,067      101,093
      10      40,722      13,541     13,541      101,093     28,027     28,027       101,093       52,739       52,739      101,093
      15      51,973       6,020      6,020      101,093     28,322     28,322       101,093       80,678       80,678      108,109
      20      66,332         (*)        (*)          (*)     25,627     25,627       101,093      124,710      124,710      152,146
      25      84,659         (*)        (*)          (*)     16,455     16,455       101,093      192,262      192,262      223,024
      30     108,049         (*)        (*)          (*)        (*)        (*)           (*)      296,833      296,833      317,611
</TABLE>

ASSUMPTIONS:

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

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

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

(*)  UNLESS ADDITIONAL PREMIUMS ARE PAID, THE POLICY WILL NOT STAY IN FORCE.

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


                                       42
<PAGE>   46

               $100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                 CURRENT VALUES

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

ASSUMPTIONS:

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

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

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

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

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


                                       43
<PAGE>   47

               $100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                 CURRENT VALUES

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

ASSUMPTIONS:

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

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

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

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

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


                                       44
<PAGE>   48

               $100,000 INITIAL PREMIUM: $195,791 SPECIFIED AMOUNT
                         MALE: SIMPLIFIED ISSUE: AGE 65

                                GUARANTEED VALUES

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

ASSUMPTIONS:

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

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

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

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

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


                                       45
<PAGE>   49

               $100,000 INITIAL PREMIUM: $273,583 SPECIFIED AMOUNT
                           MALE: REGULAR ISSUE: AGE 55

                                 CURRENT VALUES

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

ASSUMPTIONS:

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

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

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

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

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


                                       46
<PAGE>   50

               $100,000 INITIAL PREMIUM: $273,583 SPECIFIED AMOUNT
                           MALE: REGULAR ISSUE: AGE 55

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

ASSUMPTIONS:

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

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

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

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

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


                                       47
<PAGE>   51

                                    APPENDIX 2

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


                                       48
<PAGE>   52
<TABLE>
<CAPTION>
                                                          FUND PERFORMANCE TABLE
====================================================================================================================================
                                  Annual Percentage                   Non annualized                            Annualized
                                        Change                       Percentage Change                       Percentage Change
- ------------------------------------------------------------------------------------------------------------------------------------
Underlying       Fund      Unit                      1 mo.     1 Yr.   2 Yrs.  3 Yrs.    5 yrs. Inception  3 Yrs.   5 yrs. Inception
Investment    Inception   Values   1994  1995  1996   to        to       to       to       to       to       to       to       to
 Options        Date**   12/31/96                   12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
====================================================================================================================================
<S>           <C>         <C>     <C>  <C>    <C>    <C>      <C>       <C>      <C>     <C>      <C>       <C>      <C>      <C>
American      05/01/91    10.93    0.61 21.12 12.21   -2.46    12.21    35.91    36.74    38.36    73.69    10.99     6.71    10.24
Century 
VP 
Balanced      
- ------------------------------------------------------------------------------------------------------------------------------------
American      11/20/87     9.12   -1.17  31.1 -4.32   -3.12    -4.32    25.43    23.97    34.92   154.91     7.42     6.17    10.81
Century VP
Capital 
Appreciation  
- ------------------------------------------------------------------------------------------------------------------------------------
American      05/01/94    10.77     N/A 11.33  14.1    2.05     14.1    27.02      N/A      N/A    20.03      N/A      N/A     7.09
Century VP 
International 
- ------------------------------------------------------------------------------------------------------------------------------------
American      05/01/96    10.15     N/A   N/A   N/A    0.72      N/A      N/A      N/A      N/A    12.28      N/A      N/A      N/A
Century VP 
Value         
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus       05/02/94     9.99     N/A 61.89 19.63   -2.09    19.63    93.67      N/A      N/A    89.63      N/A      N/A    27.18
Variable    
Investment 
Fund
Growth & 
Income Fund   
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus       10/06/93    11.18    1.49 34.56 21.23   -3.44    21.23    63.13    65.56      N/A    77.74     18.3      N/A    19.46
Socially   
Responsible 
Growth Fund   
- ------------------------------------------------------------------------------------------------------------------------------------
Dreyfus       09/29/89    11.46    0.19 33.28 22.54   -2.04    22.54    63.31    63.63   101.79    153.5    17.84    15.08    13.68
Stock Index 
Fund          
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP  09/06/89    11.02   -6.09 16.96  14.6   -1.46     14.6    34.04    25.87    70.47   124.77     7.97    11.26    11.71
Fund II 
- -Asset 
Manager 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP  01/03/95    11.25     N/A   N/A 21.31    -0.6    21.31      N/A      N/A      N/A    67.16      N/A      N/A    29.43
Fund II
- -Contrafund 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP  10/09/86    10.79    7.07 35.09 14.28   -1.64    14.28    54.39     65.3   128.56   263.05    18.24    17.98    13.44
Fund - 
Equity-Income 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP  10/09/86    10.45   -0.02 35.36 14.71   -3.08    14.71    55.27    55.24   102.58   311.23    15.79    15.16    14.83
Fund -
Growth 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP  09/19/85    10.83   -1.55  20.6 14.03    1.38    14.03    37.53     35.4   100.79   258.69    10.63    14.96    11.99
Fund - High
Income 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP  01/28/87    10.67    1.72  9.68 13.22    0.53    13.22    24.17    26.31    54.78   112.54      8.1     9.13     7.89
Fund -  
Overseas 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Capital  04/15/92    11.61    -0.9 29.35 26.14    0.24    26.14    63.17     61.7      N/A    87.48    17.37      N/A    14.28
Appreciation 
Fund          
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT          11/08/82    10.68   -3.23 18.74  3.49   -1.13     3.49    22.89    18.92    40.48   264.17     5.94     7.03     9.57
Government 
Bond Fund     
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Money    11/10/81    10.34    3.88  5.64  5.13    0.42     5.13    11.06    15.37    22.58   184.92     4.88     4.16     7.16
Market Fund   
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Small    10/23/95    10.52     N/A   N/A 22.83    1.17    22.83      N/A      N/A      N/A    40.49      N/A      N/A    33.12
Company Fund  
- ------------------------------------------------------------------------------------------------------------------------------------
NSAT Total    11/08/82    11.44    1.07 29.09 21.84    0.15    21.84    57.29    58.98    90.76   654.17    16.71    13.79    15.35
Return Fund   
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger &   09/10/84     9.87   -4.99 31.73  9.14   -0.58     9.14    43.77     36.6    59.79    341.7    10.96     9.83    12.83
Berman       
Advisers 
Management 
Trust-Growth 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger &   09/10/84    10.48   -0.15 10.93  4.31   -0.07     4.31    15.71    15.53    29.57      167     4.93     5.32     8.31
Berman 
Advisers 
Management 
Trust-Bond 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger &   03/22/94    11.48     N/A 36.47 29.57    0.18    29.57    76.82      N/A      N/A    72.76      N/A      N/A    21.78
Berman  
Advisers 
Management 
Trust
- -Partners 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer   04/30/85    10.64   -1.94    17   4.8   -0.92      4.8    22.61    20.23    44.75   197.83     6.33     7.68     9.81
Variable 
Account 
Fund - Bond 
Fund          
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer   11/12/90    10.83   -5.72  2.24  17.8     0.8     17.8    20.43    13.54    79.64    86.47     4.32    12.43    10.69
Variable 
Account 
Fund - Global
Securities    
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer   02/09/87    10.94   -1.95 21.36  15.5    -0.5     15.5    40.16    37.44    73.69   194.24    11.18    11.67    11.53
Variable
Account Fund 
- - Multiple
Strategies    
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Strong        05/08/92     9.88   -5.39 35.26  0.81   -0.37     0.81    36.35    29.01      N/A    71.41     8.86      N/A     12.3
Variable 
Insurance 
Funds, Inc.
 -Discovery
Fund II, Inc. 
- ------------------------------------------------------------------------------------------------------------------------------------
Strong        10/20/95    10.05     N/A   N/A 10.38    -0.8    10.38      N/A      N/A      N/A    13.27      N/A      N/A    10.98
Variable 
Insurance  
Funds, Inc.-
International 
Stock Fund II 
- ------------------------------------------------------------------------------------------------------------------------------------
Strong        05/08/92    10.77     3.6 25.82 18.15   -0.25    18.15    48.65       54      N/A   123.93    15.48      N/A    18.95
Special 
Fund II, Inc.          
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Van Eck       09/01/87    10.06   -4.79 12.08 20.57    0.97    20.57    35.14    28.67   103.41    84.44     8.77    15.26     8.71
Worldwide 
Insurance 
Trust-
Worldwide  
Emerging
Markets Fund  
- ------------------------------------------------------------------------------------------------------------------------------------
Van Eck       09/01/89    10.52   -1.32  17.3  2.52   -0.89     2.52    20.26    18.68    21.13    60.74     5.87     3.91     6.69
Worldwide
Insurance 
Trust-
Worldwide 
Bond Fund     
- ------------------------------------------------------------------------------------------------------------------------------------
Van Eck       12/27/95    10.07     N/A   N/A 26.72    1.05    26.72      N/A      N/A      N/A    25.45      N/A      N/A    25.15
Worldwide
Insurance 
Trust-
Worldwide 
Hard Assets
Fund          
- ------------------------------------------------------------------------------------------------------------------------------------
Van Kampen    07/03/95    13.67     N/A   N/A 40.53   11.06    40.53      N/A      N/A      N/A    50.93      N/A      N/A    31.77
American   
Capital Life 
Investment
Trust - 
American 
Capital Real 
Estate 
Securities 
Fund          
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg       06/30/95     9.94     N/A   N/A  9.98     0.2     9.98      N/A      N/A      N/A    18.01      N/A      N/A    11.74 
Pincus Trust-
International
Equity 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg       11/18/96    10.17     N/A   N/A   N/A       0      N/A      N/A      N/A      N/A    -2.22      N/A      N/A      N/A
Pincus 
Trust-Post 
Venture Capital 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg       06/30/95     9.83     N/A   N/A 13.91     2.3    13.91      N/A      N/A      N/A     42.5      N/A      N/A    26.79 
Pincus 
Trust-Small 
Company Growth 
Portfolio     
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       50
<PAGE>   53

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

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


                                       50
<PAGE>   54
<TABLE>
<CAPTION>
                                                   CASH VALUE PERFORMANCE TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
                                     1 YEAR TO         3 YEARS TO        5 YEARS TO        10 YEARS TO          INCEPTION TO
                                      12/31/96          12/31/96          12/31/96          12/31/96              12/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
                       FUND                CASH              CASH               CASH                CASH                CASH
UNDERLYING MUTUAL      INCEPTION  ACCUM    SURR.    ACCUM    SURR.    ACCUM     SURR.     ACCUM     SURR.     ACCUM     SURR.
     FUND              DATE**     VALUE    VALUE    VALUE    VALUE    VALUE     VALUE     VALUE     VALUE     VALUE     VALUE
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>       <C>      <C>      <C>      <C>      <C>       <C>       <C>       <C>       <C>       <C>
American Century VP     05/01/91  $55,052  $50,052  $64,635  $60,135  $ 62,957  $ 59,457        NA        NA  $ 78,255  $ 75,255
Balanced
- ---------------------------------------------------------------------------------------------------------------------------------
American Century VP     11/20/87  $46,936  $41,936  $58,602  $54,102  $ 61,439  $ 57,939        NA        NA  $108,046  $108,046
Capital Appreciation  
- ---------------------------------------------------------------------------------------------------------------------------------
American Century VP     05/01/94  $55,980  $50,980       NA       NA        NA        NA        NA        NA  $ 57,056  $ 52,556
International           
- ---------------------------------------------------------------------------------------------------------------------------------
American Century VP     05/01/94       NA       NA       NA       NA        NA        NA        NA        NA  $ 55,435  $ 50,435
Value                   
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Dreyfus Variable        05/02/94  $58,702  $53,702       NA       NA        NA        NA        NA        NA  $ 90,290  $ 85,790
Investment Fund
Growth & Income Fund     
- ---------------------------------------------------------------------------------------------------------------------------------
Dreyfus Socially        10/06/93  $59,485  $54,485  $78,297  $73,797        NA        NA        NA        NA  $ 83,699  $ 79,699
Responsible Growth
Fund                    
- ---------------------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index     09/29/89  $60,124  $55,124  $77,366  $72,866  $92,029   $ 88,529        NA        NA  $110,855  $108,855
Fund                    
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II    09/06/89  $56,228  $51,228  $59,465  $54,965  $77,750   $74,250         NA        NA  $ 98,359  $ 96,359
- -Asset Manager
Portfolio               
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II    01/03/95  $59,520  $54,520       NA       NA        NA        NA        NA        NA  $ 80,570  $ 75,570
- -Contrafund Portfolio   
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund -     10/09/86  $56,070  $51,070  $78,190  $73,690  $104,366  $100,866  $151,280  $151,280  $151,098  $151,098
Equity-Income
Portfolio               
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund -     10/09/86  $56,281  $51,281  $73,408  $68,908  $ 92,421  $ 88,921  $171,428  $171,428  $171,592  $171,592
Growth Portfolio        
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund -     09/19/85  $55,949  $50,949  $63,999  $59,499  $91,695   $ 88,195  $119,647  $119,647  $147,689  $147,689
High Income Portfolio   
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund -     01/28/87  $55,548  $50,548  $59,696  $55,196  $70,529   $ 67,029        NA        NA  $ 88,500  $ 88,500
Overseas Portfolio      
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Capital            04/15/92  $61,895  $56,895  $76,446  $71,946        NA        NA        NA        NA  $ 85,849  $ 82,349
Appreciation Fund       
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond    11/08/82  $50,765  $45,765  $56,185  $51,685  $ 64,009  $ 60,509  $ 93,383  $ 93,383  $145,092  $145,092
Fund                    
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Money Market       11/10/81  $51,576  $46,576  $54,517  $50,017  $ 55,807  $ 52,307  $ 72,595  $ 72,595  $111,589  $111,589
Fund                    
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Small Company      10/23/95  $60,273  $55,273       NA       NA        NA        NA        NA        NA  $ 68,634  $ 63,634
Fund                    
- ---------------------------------------------------------------------------------------------------------------------------------
NSAT Total Return       11/08/82  $59,782  $54,782  $75,172  $70,672  $ 86,982  $ 83,482  $136,813  $136,813  $302,010  $302,010
Fund                    
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman      09/10/84  $53,545  $48,545  $64,567  $60,067  $ 72,820  $ 69,320  $123,303  $123,303  $180,222  $180,222
Advisers Management
Trust -Growth
Portfolio               
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman      09/10/84  $51,169  $46,169  $54,587  $50,087  $ 59,009  $ 55,509  $ 79,390  $ 79,390  $108,381  $108,381
Advisers Management
Trust -Bond Portfolio   
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman      03/22/94  $63,580  $58,580       NA       NA        NA        NA        NA        NA  $ 81,946  $ 77,446
Advisers Management
Trust -Partners
Portfolio               
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable    04/30/85  $51,409  $46,409  $56,812  $52,312  $ 65,967  $ 62,467  $ 96,920  $ 96,920  $122,105  $122,105
Account Fund - Bond
Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable    11/12/90  $57,797  $52,797  $53,621  $49,121  $ 81,958  $ 78,458        NA        NA  $ 83,236  $ 80,736
Account Fund -
Global Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable    02/09/87  $56,667  $51,667  $64,959  $60,459  $ 79,203  $ 75,703        NA        NA  $123,021  $123,021
Account Fund -
Multiple  Strategies
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Strong Variable         05/08/92  $49,448  $44,448  $60,965  $56,465        NA        NA        NA        NA  $ 78,661  $ 75,161
Insurance Funds,
Inc. -Discovery Fund
II, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Strong Variable         10/20/95  $54,160  $49,160       NA       NA        NA        NA        NA        NA  $ 55,316  $ 50,316
Insurance Funds,
Inc. -International
Stock Fund II
- ---------------------------------------------------------------------------------------------------------------------------------
Strong Special Fund     05/08/92  $57,969  $52,969  $72,821  $68,321        NA        NA        NA        NA  $102,891  $ 99,391
II, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide       09/01/89  $59,170  $54,170  $60,793  $56,293  $ 92,845  $ 89,345        NA        NA  $ 80,548  $ 78,548
Insurance Trust
- -Worldwide  Emerging
Markets Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide       09/01/89  $50,293  $45,293  $56,078  $51,578  $ 55,112  $ 51,612        NA        NA  $ 70,323  $ 68,323
Insurance Trust
- -Worldwide Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Van Eck Worldwide       12/27/95  $62,184  $57,184       NA       NA        NA        NA        NA        NA  $ 61,463  $ 56,463
Insurance Trust
- -Worldwide Hard
Assets Fund
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Van Kampen American     07/03/95  $68,955  $63,955       NA       NA        NA        NA        NA        NA  $ 73,373  $ 68,373
Capital Life
Investment Trust -
American Capital
Real Estate
Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus          06/30/95  $53,963  $48,963       NA       NA        NA        NA        NA        NA  $ 57,366   $ 52,366
Trust-International
Equity Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus          11/18/96       NA       NA       NA       NA        NA        NA        NA        NA  $ 48,656  $ 43,656
Trust-Post Venture
Capital Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus          06/30/95  $55,891  $50,891       NA       NA        NA        NA        NA        NA  $ 69,305  $ 64,305
Trust-Small Company
Growth Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       51
<PAGE>   55

<PAGE>   1



                          Independent Auditors' Report
                          ----------------------------

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

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-2 as of December 31,
1996, and the related statements of operations and changes in contract owners'
equity and schedules of changes in unit value for each of the years in the three
year period then ended. These financial statements and schedules of changes in
unit value are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules of changes in unit value based on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and schedules of
changes in unit value are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures include confirmation of securities
owned as of December 31, 1996, by correspondence with the transfer agents of the
underlying mutual funds. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VLI Separate Account-2 as of December 31, 1996, and the
results of its operations and its changes in contract owners' equity and the
schedules of changes in unit value for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
February 7, 1997


<PAGE>   2
                        NATIONWIDE VLI SEPARATE ACCOUNT-2
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
                                DECEMBER 31, 1996
<TABLE>
<CAPTION>

<S>                                                                            <C>        
ASSETS:

   Investments at market value:

      The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
         146,819 shares (cost $3,024,270) .................................    $ 2,949,585
      Dreyfus Stock Index Fund (DryStkIx)
         763,499 shares (cost $14,597,832) ................................     15,483,766
      Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
         2,131,003 shares (cost $38,585,366) ..............................     44,815,000
      Fidelity VIP - Growth Portfolio (FidVIPGr)
         1,730,628 shares (cost $51,294,462) ..............................     53,891,755
      Fidelity VIP - High Income Portfolio (FidVIPHI)
         1,362,065 shares (cost $16,148,006) ..............................     17,053,049
      Fidelity VIP - Overseas Portfolio (FidVIPOv)
         859,910 shares (cost $14,604,187) ................................     16,200,703
      Fidelity VIP II - Asset Manager Portfolio (FidVIPAM)
         1,317,970 shares (cost $19,127,367) ..............................     22,313,225
      Fidelity VIP II - Contrafund Portfolio (FidVIPCon)
         824,740 shares (cost $12,402,278) ................................     13,657,697
      Nationwide SAT - Capital Appreciation Fund (NSATCapAp)
         505,369 shares (cost $7,950,583) .................................      8,227,404
      Nationwide SAT - Government Bond Fund (NSATGvtBd)
         605,008 shares (cost $6,588,470) .................................      6,679,290
      Nationwide SAT - Money Market Fund (NSATMyMkt)
         34,777,014 shares (cost $34,777,014) .............................     34,777,014
      Nationwide SAT - Small Company Fund (NSATSmCo)
         425,548 shares (cost $5,751,682) .................................      5,910,856
      Nationwide SAT - Total Return Fund (NSATTotRe)
         3,193,395 shares (cost $37,809,735) ..............................     42,376,355
      Neuberger &Berman - Growth Portfolio (NBAMTGro)
         493,535 shares (cost $12,574,511) ................................     12,723,337
      Neuberger &Berman - Limited Maturity Bond Portfolio (NBAMTLMat)
         197,236 shares (cost $2,784,764) .................................      2,771,172
      Neuberger &Berman - Partners Portfolio (NBAMTPart)
         646,222 shares (cost $9,535,912) .................................     10,649,743
      Oppenheimer - Bond Fund (OppBdFd)
         513,225 shares (cost $5,888,181) .................................      5,968,803
      Oppenheimer - Global Securities Fund (OppGlSec)
         561,069 shares (cost $8,710,530) .................................      9,914,098
      Oppenheimer - Multiple Strategies Fund (OppMult)
         509,706 shares (cost $7,225,046) .................................      7,966,703
</TABLE>

<PAGE>   3
<TABLE>
<CAPTION>

<S>                                                                             <C>       
      Strong Special Fund II, Inc. (StSpec2)
         893,185 shares (cost $14,371,245) ................................     17,184,873
      Strong VIF - Strong Discovery Fund II (StDisc2)
         624,950 shares (cost $7,308,503) .................................      6,749,458
      Strong VIF - Strong International Stock Fund II (StIntStk2)
         162,907 shares (cost $1,831,224) .................................      1,829,443
      TCI Portfolios - TCI Balanced (TCIBal)
         351,201 shares (cost $2,386,878) .................................      2,648,056
      TCI Portfolios - TCI Growth (TCIGro)
         1,169,740 shares (cost $12,750,085) ..............................     11,978,141
      TCI Portfolios - TCI International (TCIInt)
         576,818 shares (cost $3,278,870) .................................      3,437,835
      TCI Portfolios - TCI Value (TCIValue)
         1,637 shares (cost $9,188) .......................................          9,133
      Van Eck - Gold and Natural Resources Fund (VEGoldNR)
         377,518 shares (cost $6,100,328) .................................      6,312,096
      Van Eck - Worldwide Bond Fund (VEWrldBd)
         202,885 shares (cost $2,232,824) .................................      2,252,023
      Van Eck - Worldwide Emerging Markets Fund (VEWrldEMkt)
         257 shares (cost $3,213) .........................................          3,213
      Van Kampen American Capital LIT - Real Estate Securities Fund (VKACRES
         216,078 shares (cost $2,880,829) .................................      3,193,630
      Warburg Pincus - International Equity Portfolio (WPIntEq)
         730,797 shares (cost $8,366,199) .................................      8,389,554
      Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
         514,119 shares (cost $7,238,771) .................................      7,326,189
                                                                             -------------
            Total investments .............................................    405,643,199
   Accounts receivable ....................................................      3,525,975
                                                                             -------------
            Total assets ..................................................    409,169,174
                                                                             -------------
CONTRACT OWNERS' EQUITY (NOTE 7) ..........................................  $ 409,169,174
                                                                             =============

</TABLE>






See accompanying notes to financial statements.


<PAGE>   4
<TABLE>
<CAPTION>

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                                                           1996              1995              1994
                                                                       ------------      -----------       -----------
<S>                                                                   <C>               <C>               <C>       
INVESTMENT ACTIVITY:
   Reinvested capital gains and dividends . . . . . . . . . . . . .    $ 16,972,691        6,764,208         3,376,057 
   Mortality and expense charges (note 3) . . . . . . . . . . . . .      (2,983,466)      (1,747,342)         (879,737)
                                                                       ------------      -----------       -----------
      Net investment activity . . . . . . . . . . . . . . . . . . .      13,989,225        5,016,866         2,496,320 
                                                                       ------------      -----------       -----------

   Proceeds from mutual fund shares sold  . . . . . . . . . . . . .     275,979,207      163,574,836       184,340,809 
   Cost of mutual fund shares sold  . . . . . . . . . . . . . . . .    (266,008,543)    (154,208,870)     (184,441,475)
                                                                       ------------      -----------       -----------
      Realized gain (loss) on investments . . . . . . . . . . . . .       9,970,664        9,365,966          (100,666)
   Change in unrealized gain (loss) on investments  . . . . . . . .      12,175,328       17,134,325        (3,604,010)
                                                                       ------------      -----------       -----------
      Net gain (loss) on investments  . . . . . . . . . . . . . . .      22,145,992       26,500,291        (3,704,676)
                                                                       ------------      -----------       -----------
         Net increase (decrease) in contract owners'
            equity resulting from operations  . . . . . . . . . . .      36,135,217       31,517,157        (1,208,356)
                                                                       ------------      -----------       -----------

EQUITY TRANSACTIONS:
   Purchase payments received from contract owners  . . . . . . . .     174,104,282      106,694,208        77,172,455 
   Surrenders (note 2d) . . . . . . . . . . . . . . . . . . . . . .      (6,124,049)      (4,970,867)       (1,308,994)
   Death benefits . . . . . . . . . . . . . . . . . . . . . . . . .        (730,700)        (143,265)          (15,398)
   Policy loans (net of repayments) (note 5)  . . . . . . . . . . .      (6,468,023)      (2,529,830)       (2,980,396)
   Deductions for surrender charges (note 2d) . . . . . . . . . . .        (721,263)        (364,725)         (116,899)
   Redemptions to pay cost of insurance charges 
      and administrative charges (notes 2b and 2c)  . . . . . . . .     (24,075,896)     (14,110,656)       (5,382,393)
   Deductions for asset charges (note 3)  . . . . . . . . . . . . .         (20,037)          -                 -
                                                                       ------------      -----------       -----------
         Net increase (decrease) in equity transactions . . . . . .     135,964,314       84,574,865        67,368,375 
                                                                       ------------      -----------       -----------


NET CHANGE IN CONTRACT OWNERS' EQUITY . . . . . . . . . . . . . . .     172,099,531      116,092,022        66,160,019 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD . . . . . . . . . . . .     237,069,643      120,977,621        54,817,602 
                                                                       ------------      -----------       -----------
CONTRACT OWNERS' EQUITY END OF PERIOD . . . . . . . . . . . . . . .   $ 409,169,174      237,069,643       120,977,621 
                                                                      =============      ===========       =========== 



See accompanying notes to financial statements.


</TABLE>

<PAGE>   5


                        NATIONWIDE VLI SEPARATE ACCOUNT-2
                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 1996, 1995 AND 1994


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) Organization and Nature of Operations

     The Nationwide VLI Separate Account-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)

      Dreyfus Variable Investment Fund - Growth and Income Portfolio (DryGroInc)

      Portfolios of the Fidelity Variable Insurance Products Fund 
      (Fidelity VIP);
         Fidelity VIP - Equity-Income Portfolio (FidVIPEI)
         Fidelity VIP - Growth Portfolio (FidVIPGr)
         Fidelity VIP - High Income Portfolio (FidVIPHI) 
         Fidelity VIP - Overseas Portfolio (FidVIPOv)

      Portfolios of the Fidelity Variable Insurance Products Fund II (Fidelity 
      VIP-II);
         Fidelity VIP-II - Asset Manager Portfolio (FidVIPAM)
         Fidelity VIP-II - Contrafund Portfolio (FidVIPCon)

      Funds of the Nationwide Separate Account Trust (Nationwide SAT) (managed 
      for a fee by an affiliated investment advisor);
         Nationwide SAT - Capital Appreciation Fund (NSATCapAp) 
         Nationwide SAT - Government Bond Fund (NSATGvtBd) 
         Nationwide SAT - Money Market Fund (NSATMyMkt) 
         Nationwide SAT - Small Company Fund (NSATSmCo)
         Nationwide SAT - Total Return Fund (NSATTotRe)

      Portfolios of the Neuberger & Berman Advisers Management Trust 
      (Neuberger & Berman); 
         Neuberger & Berman - Growth Portfolio (NBAMTGro) 
         Neuberger & Berman - Limited Maturity Bond Portfolio (NBAMTLMat) 
         Neuberger & Berman - Partners Portfolio (NBAMTPart)

      Funds of the Oppenheimer Variable Account Funds (Oppenheimer);
         Oppenheimer - Bond Fund (OppBdFd)
         Oppenheimer - Global Securities Fund (OppGlSec)
         Oppenheimer - Multiple Strategies Fund (OppMult)
                                                          
  
<PAGE>   6

        Strong Special Fund II, Inc. (StSpec2)

        Funds of the Strong Variable Insurance Funds, Inc. (Strong VIF);
           Strong VIF - Strong Discovery Fund II (StDisc2)
           Strong VIF - Strong International Stock Fund II (StIntStk2)

        Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);
           TCI Portfolios - TCI Balanced (TCIBal)
           TCI Portfolios - TCI Growth (TCIGro)
           TCI Portfolios - TCI International (TCIInt)
           TCI Portfolios - TCI Value (TCIValue)

        Funds of the Van Eck Worldwide Insurance Trust (Van Eck);
           Van Eck - Gold and Natural Resources Fund (VEGoldNR)
           Van Eck - Worldwide Bond Fund (VEWrldBd) (formerly Van Eck - Global 
            Bond Fund (VEGlobBd))
           Van Eck - Worldwide Emerging Markets Fund (VEWrldEMkt)

        Fund of the Van Kampen American Capital Life Investment Trust 
         (Van Kampen American Capital);
           Van Kampen American Capital LIT - Real Estate Securities Fund 
            (VKACRESec)

        Portfolios of the Warburg Pincus Trust (Warburg Pincus);
           Warburg Pincus - International Equity Portfolio (WPIntEq)
           Warburg Pincus - Post Venture Capital Portfolio (WPPVenCap)
           Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)

      At December 31, 1996, contract owners have invested in all of the above
funds (except Dreyfus Variable Investment Fund - Growth and Income Portfolio and
Warburg Pincus - Post Venture Capital Portfolio.) The contract owners' equity is
affected by the investment results of each fund, equity transactions by contract
owners and certain contract expenses (see notes 2 and 3). The accompanying
financial statements include only contract owners' purchase payments pertaining
to the variable portions of their contracts and exclude any purchase payments
for fixed dollar benefits, the latter being included in the accounts of the
Company.

   (c) Security Valuation, Transactions and Related Investment Income

      The market value of the underlying mutual funds is based on the closing
net asset value per share at December 31, 1996. Fund purchases and sales are
accounted for on the trade date (date the order to buy or sell is executed). The
cost of investments sold is determined on a specific identification basis, and
dividends (which include capital gain distributions) are accrued as of the
ex-dividend date.

   (d) Federal Income Taxes

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

      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.

   (e) Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, if any, at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

   (f) Reclassifications

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



<PAGE>   7

(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.

      On last survivor flexible premium contracts, the Company deducts a charge
for state premium taxes equal to 3.5% 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 5% of each premium payment during the
first ten years and 1.5% of each premium payment thereafter.

      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).

      For last survivor flexible premium contracts, the monthly cost of
insurance is determined in a manner that reflects the anticipated mortality of
the two insureds and the fact that the death benefit is not payable until the
death of the second insured to die.

   (c) Administrative Charges

      An administrative charge is assessed against each contract to recover
policy maintenance, accounting, record keeping and other administrative expenses
and is assessed against each contract by liquidating units.

      For single premium contracts, the Company deducts an annual administrative
charge which is determined as follows:

      Contracts issued prior to April 16, 1990:

         Purchase payments totalling less than $25,000 - $10/month
         Purchase payments totalling $25,000 or more - none

      Contracts issued on or after April 16, 1990:

         Purchase payments totalling less than $25,000 - $90/year ($65/year in
         New York)
         Purchase payments totalling $25,000 or more - $50/year

      For multiple payment contracts, the Company currently deducts a monthly
administrative charge of $5 (may deduct up to $7.50, maximum).

      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). 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.

      For modified single premium contracts, the monthly charge is equal to an
annual rate of .30% multiplied by the policy's cash value. For policy years 11
and later, this monthly charge is reduced to an annual rate of 0.15% of the
policy's cash value. The monthly charge is subject to a $10 minimum.

      For last survivor flexible premium contracts, the Company deducts a
monthly administrative charge equal to the sum of the policy charge and the
basic coverage charge. For policy years one through ten the policy charge is
$10. Additionally, there is a $0.04 per $1000 basic coverage charge (not less
than $20 or more than $80 per policy). For policy years eleven and after, the
policy charge is $5. Additionally, there is a $0.02 per $1000 basic coverage
charge (not less than $10 or more than $40 per policy). Additionally, the
Company deducts a monthly increase charge of $2.40 per $1000 applied to any
increase in the specified amount during the first 12 months after the increase
becomes effective. The charge may be raised to $3.60 per $1000 of increase per
year at the Company's discretion.

                                                           
<PAGE>   8

   (d) Surrender Charges

      Policy surrenders result in a redemption of the contract value from the
Account and payment of the surrender proceeds to the contract owner or designee.
The surrender proceeds consist of the contract value, less any outstanding
policy loans, and less a surrender charge, if applicable. The charge is
determined according to contract type.

      For single premium contracts, the charge is determined based upon a
specified percentage of the original purchase payment. For single premium
contracts issued prior to April 16, 1990, the charge is 8% in the first year and
declines to 0% after the ninth year. For single premium contracts issued on or
after April 16, 1990, the charge is 8.5% in the first year, and declines to 0%
after the ninth year.

      For multiple payment contracts and flexible premium contracts, the amount
charged is based upon a specified percentage of the initial surrender charge,
which varies by issue age, sex and rate class. The charge is 100% of the initial
surrender charge in the first year, declining to 0% after the ninth year.

      For modified single premium contracts, the amount charged is based on the
original purchase payment. The charge is 10% in the first year, declining to 0%
in the ninth year.

      For last survivor flexible premium contracts, the charge is 100% of the
initial surrender charge, declining to 0% in the fourteenth year if the average
issue age is 74 or less. The charge is 100% of the initial surrender charge,
declining to 0% in the ninth year if the average issue age is 75 or greater. For
last survivor flexible payment contracts, the initial surrender charge is
comprised of two components, an underwriting surrender charge and a sales
surrender charge.

      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.

      For modified single premium contracts, the Company deducts an annual rate
of .90% charged against the cash value of the contacts. This charge is assessed
monthly against each contract by liquidating units.

      For last survivor flexible premium contracts, the Company deducts an
annual rate of .80% in policy years one through ten. This charge is assessed
monthly by liquidating units. In policy years eleven and greater, the Company
deducts an annual rate of .80% if the cash value of the contract is less than
$100,000. If the cash value is greater than or equal to $100,000, the Company
reduces the annual asset fee rate to .30%.

(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. For last survivor flexible
premium contracts, the proceeds are payable on the death of the last surviving
insured. The excess of the death benefit proceeds over the contract value on the
date of death is paid by the Company's general account.

                                                           
                                                            
<PAGE>   9

(5) POLICY LOANS (NET OF REPAYMENTS)

      Contract provisions allow contract owners to borrow up to 90% (50% during
first year of single and modified 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, flexible premium,
modified single and last survivor flexible premium contracts, 6% interest is due
and payable in advance on the policy anniversary when there is a loan
outstanding on the policy.

      At the time the loan is granted, the amount of the loan is transferred
from the Account to the Company's general account as collateral for the
outstanding loan. Collateral amounts in the general account are credited with
the stated rate of interest in effect at the time the loan is made, subject to a
guaranteed minimum rate. Loan repayments result in a transfer of collateral,
including interest, back to the Account.

(6) SCHEDULE I

      Schedule I presents the components of the change in the unit values, which
are the basis for determining contract owners' equity. This schedule is
presented for each series, as applicable, in the following format:

            -  Beginning unit value - Jan. 1

            -  Reinvested capital gains and dividends
               (This amount reflects the increase in the unit value due to
               capital gains and dividend 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>   10


(7) COMPONENTS OF CONTRACT OWNERS' EQUITY

    The following is a summary of contract owners' equity at December 31, 1996,
for each series, in both the accumulation and payout phases.

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 ........................         8,709       $29.854628       $260,004
      Fidelity VIP - Growth Portfolio ...............................         5,280        34.379126        181,522
      Fidelity VIP - High Income Portfolio ..........................         3,462        24.493313         84,796
      Fidelity VIP - Overseas Portfolio .............................         5,297        19.654083        104,108
      Fidelity VIP-II - Asset Manager Portfolio .....................         1,158        20.525705         23,769
      Nationwide SAT - Government Bond Fund .........................         2,831        19.842234         56,173
      Nationwide SAT - Money Market Fund ............................        28,405        14.875178        422,529
      Nationwide SAT - Total Return Fund ............................         1,189        26.717684         31,767
      Neuberger &Berman - Growth Portfolio ..........................         5,398        24.838185        134,077
      Neuberger &Berman - Limited Maturity Bond Portfolio ...........         5,192        16.433880         85,325
      Oppenheimer - Global Securities Fund ..........................         1,616        13.422186         21,690
      Strong Special Fund II, Inc. ..................................           406        21.426416          8,699
      TCI Portfolios - TCIGrowth ....................................         8,408        24.053649        202,243
      Van Eck - Gold and Natural Resources Fund .....................         4,593        15.014547         68,962
      Van Eck - Worldwide Bond Fund .................................            23        14.682655            338
      Van Kampen American Capital LIT - Real Estate Securities Fund .         5,134        15.011508         77,069
      Warburg Pincus - International Equity Portfolio ...............         1,802        11.634515         20,965

Single Premium contracts issued on or after April 16, 1990:
      The Dreyfus Socially Responsible Growth Fund, Inc. ............        16,672        17.041821        284,121
      Dreyfus Stock Index Fund ......................................       166,883        16.474993      2,749,396
      Fidelity VIP - Equity-Income Portfolio ........................       556,249        24.419978     13,583,588
      Fidelity VIP - Growth Portfolio ...............................       436,608        23.774932     10,380,326
      Fidelity VIP - High Income Portfolio ..........................       160,710        25.198564      4,049,661
      Fidelity VIP - Overseas Portfolio .............................       349,868        14.155666      4,952,615
      Fidelity VIP-II - Asset Manager Portfolio .....................       328,224        20.046209      6,579,647
      Fidelity VIP-II - Contrafund Portfolio ........................       253,591        13.256842      3,361,816
      Nationwide SAT - Capital Appreciation Fund ....................        69,468        17.984058      1,249,317
      Nationwide SAT - Government Bond Fund .........................       215,649        16.449774      3,547,377
      Nationwide SAT - Money Market Fund ............................     1,264,987        12.479104     15,785,904
      Nationwide SAT - Small Company Fund ...........................        84,265        13.833221      1,165,656
      Nationwide SAT - Total Return Fund ............................       145,392        23.035683      3,349,204
      Neuberger &Berman - Growth Portfolio ..........................       171,390        17.521012      3,002,926
      Neuberger &Berman - Limited Maturity Bond Portfolio ...........        72,295        14.088625      1,018,537
      Neuberger &Berman - Partners Portfolio ........................       166,759        17.259712      2,878,212
      Oppenheimer - Bond Fund .......................................       107,202        16.608318      1,780,445
      Oppenheimer - Global Securities Fund ..........................       112,397        13.270426      1,491,556
      Oppenheimer - Multiple Strategies Fund ........................       137,052        18.701076      2,563,020
      Strong Special Fund II, Inc. ..................................       145,314        21.077454      3,062,849
      Strong VIF - Strong Discovery Fund II .........................        96,856        16.133543      1,562,630
      Strong VIF - Strong International Stock Fund II ...............        51,959        11.141803        578,917
      TCI Portfolios - TCIBalanced ..................................        38,880        14.303509        556,120
      TCI Portfolios - TCIGrowth ....................................       187,431        16.163625      3,029,564
      TCI Portfolios - TCIInternational .............................       140,670        11.748051      1,652,598
      Van Eck - Gold and Natural Resources Fund .....................       179,378        16.582948      2,974,616
      Van Eck - Worldwide Bond Fund .................................        51,233        14.339608        734,661
      Van Kampen American Capital LIT - Real Estate Securities Fund .        77,060        14.933196      1,150,752
      Warburg Pincus - International Equity Portfolio ...............       229,373        11.573771      2,654,711
      Warburg Pincus - Small Company Growth Portfolio ...............       101,386        13.975650      1,416,935

Multiple Payment contracts and Flexible Premium contracts:
      The Dreyfus Socially Responsible Growth Fund, Inc. ............       149,312        17.319589      2,586,022
      Dreyfus Stock Index Fund ......................................       743,163        16.744674     12,444,022
      Fidelity VIP - Equity-Income Portfolio ........................     1,203,661        25.185570     30,314,888
      Fidelity VIP - Growth Portfolio ...............................     1,774,112        24.186560     42,909,666
</TABLE>


<PAGE>   11
<TABLE>

<S>                                                                        <C>            <C>              <C>       
      Fidelity VIP - High Income Portfolio ..........................       519,177        23.588786        12,246,755
      Fidelity VIP - Overseas Portfolio .............................       723,688        15.324813        11,090,383
      Fidelity VIP-II - Asset Manager Portfolio .....................       858,375        18.169993        15,596,668
      Fidelity VIP-II - Contrafund Portfolio ........................       741,153        13.356323         9,899,079
      Nationwide SAT - Capital Appreciation Fund ....................       373,658        18.410667         6,879,293
      Nationwide SAT - Government Bond Fund .........................       196,023        15.383251         3,015,471
      Nationwide SAT - Money Market Fund ............................     1,548,800        12.214743        18,918,194
      Nationwide SAT - Small Company Fund ...........................       325,390        13.915643         4,528,011
      Nationwide SAT - Total Return Fund ............................     1,740,045        21.988773        38,261,455
      Neuberger &Berman - Growth Portfolio ..........................       542,729        17.282005         9,379,445
      Neuberger &Berman - Limited Maturity Bond Portfolio ...........       117,219        13.551318         1,588,472
      Neuberger &Berman - Partners Portfolio ........................       434,744        17.469360         7,594,699
      Oppenheimer - Bond Fund .......................................       260,488        15.764821         4,106,547
      Oppenheimer - Global Securities Fund ..........................       616,399        13.487753         8,313,837
      Oppenheimer - Multiple Strategies Fund ........................       287,199        18.446363         5,297,777
      Strong VIF - Strong Discovery Fund II .........................       305,653        16.514861         5,047,817
      Strong VIF - Strong International Stock Fund II ...............       103,783        11.208230         1,163,224
      Strong Special Fund II, Inc. ..................................       649,651        21.575419        14,016,493
      TCI Portfolios - TCIBalanced ..................................       137,856        14.642920         2,018,614
      TCI Portfolios - TCIGrowth ....................................       564,722        15.327392         8,655,715
      TCI Portfolios - TCIInternational .............................       145,930        11.890858         1,735,233
      TCI Portfolios - TCI Value ....................................           900        10.143687             9,129
      Van Eck - Gold and Natural Resources Fund .....................       174,641        18.284590         3,193,239
      Van Eck - Worldwide Bond Fund .................................       110,868        13.479157         1,494,407
      Van Eck - Worldwide Emerging Markets Fund .....................           319        10.078948             3,215
      Van Kampen American Capital LIT - Real Estate Securities Fund .       120,572        15.045195         1,814,029
      Warburg Pincus - International Equity Portfolio ...............       469,367        11.660648         5,473,123
      Warburg Pincus - Small Company Growth Portfolio ...............       402,279        14.080553         5,664,311

Modified Single Premium and Last Survivor Flexible Premium contracts:
      The Dreyfus Socially Responsible Growth Fund, Inc. ............         7,118        11.180091            79,580
      Dreyfus Stock Index Fund ......................................        25,438        11.459856           291,516
      Fidelity VIP - Equity-Income Portfolio ........................        61,195        10.790149           660,303
      Fidelity VIP - Growth Portfolio ...............................        40,595        10.446167           424,062
      Fidelity VIP - High Income Portfolio ..........................        62,142        10.830462           673,027
      Fidelity VIP - Overseas Portfolio .............................         5,158        10.668178            55,026
      Fidelity VIP-II - Asset Manager Portfolio .....................        10,453        11.022140           115,214
      Fidelity VIP-II - Contrafund Portfolio ........................        35,353        11.249999           397,721
      Nationwide SAT - Capital Appreciation Fund ....................         8,542        11.610340            99,176
      Nationwide SAT - Government Bond Fund .........................         5,711        10.679205            60,989
      Nationwide SAT - Money Market Fund ............................       304,482        10.339005         3,148,041
      Nationwide SAT - Small Company Fund ...........................        20,576        10.524418           216,550
      Nationwide SAT - Total Return Fund ............................        64,330        11.444877           736,249
      Neuberger &Berman - Growth Portfolio ..........................        21,053         9.869834           207,790
      Neuberger &Berman - Limited Maturity Bond Portfolio ...........         7,552        10.477247            79,124
      Neuberger &Berman - Partners Portfolio ........................        15,462        11.476324           177,447
      Oppenheimer - Bond Fund .......................................         7,727        10.644626            82,251
      Oppenheimer - Global Securities Fund ..........................         8,064        10.833847            87,364
      Oppenheimer - Multiple Strategies Fund ........................         9,746        10.937578           106,598
      Strong Special Fund II, Inc. ..................................         9,106        10.766829            98,043
      Strong VIF - Strong Discovery Fund II .........................        14,115         9.884557           139,521
      Strong VIF - Strong International Stock Fund II ...............         8,692        10.054422            87,393
      TCI Portfolios - TCIBalanced ..................................         6,725        10.931147            73,512
      TCI Portfolios - TCIGrowth ....................................         9,987         9.118427            91,066
      TCI Portfolios - TCIInternational .............................         4,661        10.773558            50,216
      Van Eck - Gold and Natural Resources Fund .....................         7,974        10.056004            80,187
      Van Eck - Worldwide Bond Fund .................................         2,209        10.516764            23,232
      Van Kampen American Capital LIT - Real Estate Securities Fund .        11,112        13.673840           151,944
      Warburg Pincus - International Equity Portfolio ...............        24,290         9.935018           241,322
      Warburg Pincus - Small Company Growth Portfolio ...............        24,804         9.827590           243,764
                                                                             ------         --------      ------------
                                                                                                          $409,169,174
                                                                                                          ============
</TABLE>

<PAGE>   12

                                                                      SCHEDULE I

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
                 SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>

                                             FIDVIPEI           FIDVIPGR          FIDVIPHI          FIDVIPOV           FIDVIPAM    
                                             --------           --------          --------          --------           --------    
1996**
<S>                                         <C>                <C>               <C>               <C>               <C>      
   Beginning unit value - Jan  1            $26.373971         30.259267         21.685282         17.526172         18.081878
- -------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                            1.217030          2.174262          1.977825           .431349          1.189904
- -------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     2.528645          2.256603          1.050520          1.872575          1.435663
- -------------------------------------------------------------------------------------------------------------------------------
   Asset charges                              (.265018)         (.311006)         (.220314)         (.176013)         (.181740)
- -------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              $29.854628         34.379126         24.493313         19.654083         20.525705
- -------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)            
     in unit value*                                13%               14%               13%               12%               14%
================================================================================================================================
1995
   Beginning unit value - Jan  1            $19.708533         22.566466         18.151674         16.131866         15.607540
- -------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                  
     and dividends                            1.542607           .124738          1.314664           .123427           .327932
- -------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     5.341041          7.828480          2.410020          1.428229          2.304058
- -------------------------------------------------------------------------------------------------------------------------------
   Asset charges                              (.218210)         (.260417)         (.191076)         (.157350)          (.157652)
- -------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              $26.373971         30.259267         21.685282         17.526172         18.081878
- -------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)            
     in unit value*                                34%               34%               19%                9%               16%
================================================================================================================================
1994
   Beginning unit value - Jan  1            $18.583057         22.785679         18.612185         16.009316         16.778042
- -------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                  
     and dividends                            1.395798          1.371061          1.706032           .082663           .815806
- -------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     (.087894)        (1.381165)        (1.991707)          .196908         (1.832732)
- -------------------------------------------------------------------------------------------------------------------------------
   Asset charges                              (.182428)         (.209109)         (.174836)         (.157021)         (.153576)
- -------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              $19.708533         22.566466         18.151674         16.131866         15.607540
- -------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)           
     in unit value*                                 6%               (1)%              (2)%               1%               (7)%
================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>

                                             NSATGVTBD         NSATMYMKT         NSATTOTRE
                                             ---------         ---------         ---------
1996
<S>                                          <C>               <C>               <C>       
   Beginning unit value - Jan. 1             19.357639         14.287454         22.138653 
- --------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                            1.200383           .727569          1.479674 
- --------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     (.533024)          .000000          3.328301 
- --------------------------------------------------------------------------------------------
   Asset charges                              (.182764)         (.139845)         (.228944)
- --------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31               19.842234         14.875178         26.717684 
- --------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                                   3%              4%               21% 
============================================================================================
1995
   Beginning unit value - Jan. 1             16.457035         13.652006         17.312690 
- --------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                            1.167149           .768745          1.720678 
- --------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     1.903991           .000000          3.293404 
- --------------------------------------------------------------------------------------------
   Asset charges                              (.170536)         (.133297)         (.188119)
- --------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31               19.357639         14.287454         22.138653 
- --------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                                18%                5%               28% 
============================================================================================
1994
   Beginning unit value - Jan. 1            17.168348         13.267517         17.291720 
- --------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           1.079469           .512535           .875020 
- --------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   (1.633239)          .000000          (.688478)
- --------------------------------------------------------------------------------------------
   Asset charges                             (.157543)         (.128046)         (.165572)
- --------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              16.457035         13.652006         17.312690 
- --------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*                              (4)%                3%                0% 
============================================================================================

<FN>
  * An annualized rate of return cannot be determined as asset charges do not
include the policy charges discussed in note 2.
 **  No other investment options were being utilized.
</TABLE>

<PAGE>   13

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
            SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                             NBAMTGRO          NBAMTLDMAT         OPPGLSEC           STSPEC2            
                                             --------          ----------         --------           -------            
1996***
<S>                                        <C>                <C>               <C>               <C>               
   Beginning unit value - Jan  1            $22.976381         15.906671         11.503363         18.309087         
- -----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                  
     and dividends                            2.084651          1.338753           .000000           .861320         
- -----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                      .004126          (.659070)         2.036434          2.443023         
- -----------------------------------------------------------------------------------------------------------------
   Asset charges                              (.226973)         (.152474)         (.117611)         (.187014)        
- -----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              $24.838185         16.433880         13.422186         21.426416         
- -----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)            
     unit value* (a)                                8%                3%               17%               17%         
=================================================================================================================
1995
   Beginning unit value - Jan  1            $17.608267         14.475203         11.358489         14.690448         
- -----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                  
     and dividends                             .623265           .804090           .298934           .761035         
- -----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     4.945641           .771696          (.045712)         3.013032         
- -----------------------------------------------------------------------------------------------------------------
   Asset charges                              (.200792)         (.144318)         (.108348)         (.155428)        
- -----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              $22.976381         15.906671         11.503363         18.309087         
- -----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)            
     in unit value* (a)                            30%               10%                1%               25%        
=================================================================================================================
1994
   Beginning unit value - Jan  1            $18.709214         14.635617         12.162716         14.315226         
- -----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                  
     and dividends                            2.255334           .618309           .214436           .411358         
- -----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    (3.185612)         (.641424)         (.903773)          .103258         
- -----------------------------------------------------------------------------------------------------------------
   Asset charges                              (.170669)         (.137299)         (.114890)         (.139394)        
- -----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31              $17.608267         14.475203         11.358489          14.690448        
- -----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)           
     in unit value* (a)                           (6)%               (1)%              (7)%               3%         
=================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                                TCIGRO          VEGOLDNR          VEWRLDBD         VKACRESEC         WPINTEQ
                                                ------          --------          --------         ---------         --------
1996***
<S>                                        <C>               <C>               <C>                <C>             <C>      
   Beginning unit value - Jan  1             25.381408         12.839256         14.458585          10.784280       10.679811
- -----------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                
     and dividends                            2.847171           .272272           .394300            .288822         .226874
- -----------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    (3.934619)         2.040791          (.034088)          4.051625         .835595
- -----------------------------------------------------------------------------------------------------------------------------
   Asset charges                              (.240311)         (.137772)         (.136142)          (.113219)       (.107765)
- -----------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31               24.053649         15.014547         14.682655          15.011508       11.634515
- -----------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)          
     unit value* (a)                              (5)%               17%                2%                39%              9%
=============================================================================================================================
1995
   Beginning unit value - Jan  1             19.544976         11.677805         12.443161          10.000000              **
- -----------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                
     and dividends                             .022491           .115292          1.008475            .092106
- -----------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     6.032555          1.160549          1.138120            .740132
- -----------------------------------------------------------------------------------------------------------------------------
   Asset charges                              (.218614)         (.114390)         (.131171)          (.047958)
- -----------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31               25.381408         12.839256         14.458585          10.784280
- -----------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)          
     in unit value* (a)                            30%               10%               16%              8%(B)
=============================================================================================================================
1994
                                           
   Beginning unit value - Jan  1             19.964524         12.382561         12.729709                **               **
- -----------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                
     and dividends                             .002137           .062321           .051271
- -----------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                     (.236035)         (.652194)         (.220753)
- -----------------------------------------------------------------------------------------------------------------------------
   Asset charges                              (.185650)         (.114883)         (.117066)
- -----------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31               19.544976         11.677805         12.443161
- -----------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)          
     in unit value* (a)                           (2)%              (6)%              (2)%
=============================================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)  Asset charges do not include the policy charges discussed in note 2; and
     (b)  This investment option was not utilized for the entire year indicated.
 **  This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>

<PAGE>   14

                                                          SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                            DRYSRGRO     DRYSTKIX     FIDVIPEI     FIDVIPGR     FIDVIPHI   
                                            --------     --------     --------     --------     --------   
1996***
<S>                                     <C>           <C>          <C>          <C>          <C>          
   Beginning unit value - Jan. 1         $14.242220    13.621789    21.648958    20.999607    22.388295    
- -----------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .735836      .587431      .998669     1.508424     2.041281    
- -----------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  2.266937     2.459672     2.069513     1.561724     1.079684    
- -----------------------------------------------------------------------------------------------------------
   Asset charges                           (.203172)    (.193899)    (.297162)    (.294823)    (.310696)   
- -----------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31           $17.041821    16.474993    24.419978    23.774932    25.198564    
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                          20%          21%          13%          13%          13%   
============================================================================================================
1995
   Beginning unit value - Jan. 1         $10.722275    10.088849    16.234159    15.715602    18.805616    
- -----------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .392053      .361339     1.269479      .086841     1.361583    
- -----------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  3.289798     3.326196     4.390826     5.444880     2.491513    
- -----------------------------------------------------------------------------------------------------------
   Asset charges                           (.161906)    (.154595)    (.245506)    (.247716)    (.270417)   
- -----------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31           $14.242220    13.621789    21.648958    20.999607    22.388295    
- -----------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                          33%          35%          33%          34%          19%   
============================================================================================================
1994
   Beginning unit value - Jan. 1         $10.702403    10.131165    15.360584    15.923752    19.350153    
- -----------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .276372      .283260     1.152726      .957853     1.773098    
- -----------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  (.117327)    (.195255)    (.073161)    (.966373)   (2.069306)   
- -----------------------------------------------------------------------------------------------------------
   Asset charges                           (.139173)    (.130321)    (.205990)    (.199630)    (.248329)   
- -----------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31           $10.722275    10.088849    16.234159    15.715602    18.805616    
- -----------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                           0%           0%           6%         (1)%         (3)%   
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                           FIDVIPOV     FIDVIPAM    FIDVIPCON    NSATCAPAP    NSATGVTBD
                                           --------     --------    ---------    ---------    ---------
1996***
<S>                                      <C>          <C>          <C>          <C>          <C>       
   Beginning unit value - Jan. 1          12.667544    17.721708    11.071965    14.444672    16.104612 
- -----------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .311669     1.165823      .104326      .749268      .996469 
- -----------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  1.350232     1.401973     2.236026     2.998693     (.443598)
- -----------------------------------------------------------------------------------------------------------
   Asset charges                           (.173779)    (.243295)    (.155475)    (.208575)    (.207709)
- -----------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            14.155666    20.046209    13.256842    17.984058    16.449774 
- -----------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
     in unit value* (a)                          12%          13%          20%          25%           2%
============================================================================================================
1995
   Beginning unit value - Jan. 1          11.700527    15.350115    10.000000    11.312336    13.739287 
- -----------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .089493      .322418      .142783      .642275      .972265 
- -----------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  1.033414     2.260958      .998389     2.653961     1.587542 
- -----------------------------------------------------------------------------------------------------------
   Asset charges                           (.155890)    (.211783)    (.069207)    (.163900)    (.194482)
- -----------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            12.667544    17.721708    11.071965    14.444672    16.104612 
- -----------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                          8%          15%       11%(B)          28%          17%
============================================================================================================
1994
   Beginning unit value - Jan. 1          11.652241    16.559029       **        11.563943    14.383265 
- -----------------------------------------------------------------------------------------------------------
   Reinvested capital gains 
     and dividends                          .060146      .804872                   .182742      .902346 
- -----------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   .144272    (1.806726)                 (.286826)   (1.366016)
- -----------------------------------------------------------------------------------------------------------
   Asset charges                           (.156132)    (.207060)                 (.147523)    (.180308)
- -----------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            11.700527    15.350115                 11.312336    13.739287 
- -----------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                          0%         (7)%                      (2)%         (4)%
============================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)  Asset charges do not include the policy charges discussed in note 2; and
     (b)  This investment option was not utilized for the entire year indicated.
 **  This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>
<PAGE>   15

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                           NSATMYMKT        NSATSMCO          NSATTOTRE        NBAMTGRO       NBAMTLMAT   
                                           ---------        --------          ---------        --------       ---------   
1996***
<S>                                      <C>              <C>                <C>             <C>             <C>
   Beginning unit value - Jan  1          $12.028786       11.410311          19.154939       16.264834       13.684722      
- ------------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                           .611421         .133295           1.276326        1.474851        1.151075      
- ------------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    .000000        2.456523           2.875006         .000818        (.567983)     
- ------------------------------------------------------------------------------------------------------------------------------------
   Asset charges                            (.161103)       (.166908)          (.270588)       (.219491)       (.179189)    
- ------------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            $12.479104       13.833221          23.035683       17.521012       14.088625      
- ------------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)          
     in unit value* (a)                           4%             21%                20%              8%               3%       
====================================================================================================================================
1995
   Beginning unit value - Jan  1          $11.534440       10.000000          15.031721       12.508337       12.496729      
- ------------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                
     and dividends                           .648458         .017459           1.489410         .442496         .693794      
- ------------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    .000000        1.418328           2.856936        3.508824         .664378      
- ------------------------------------------------------------------------------------------------------------------------------------
   Asset charges                            (.154112)       (.025476)          (.223128)       (.194823)       (.170179)     
- ------------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            $12.028786       11.410311          19.154939       16.264834       13.684722      
- ------------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)          
     in unit value* (a)                           4%           14%(b)               27%             30%             10%            
====================================================================================================================================
1994
   Beginning unit value - Jan  1          $11.249231              **          15.066007       13.336899       12.679406      
- ------------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains                
     and dividends                           .433762                            .760244        1.607088         .535454      
- ------------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                    .000000                           (.597472)      (2.269450)       (.555628)      
- ------------------------------------------------------------------------------------------------------------------------------------
   Asset charges                            (.148553)                          (.197058)       (.166200)       (.162503)     
- ------------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            $11.534440                          15.031721       12.508337       12.496729     
- ------------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)         
     in unit value* (a)                           3%                                 0%            (6)%              (1)%
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                          NBAMTPART         OPPBDFD        OPPGLSEC         OPPMULT       STDISC2        STINTSTK2
                                          ---------         -------        --------         -------       -------        ---------
1996***
<S>                                      <C>             <C>             <C>             <C>             <C>            <C>      
   Beginning unit value - Jan  1          13.495873       16.056725       11.413379       16.404926       16.214896      10.226632
- ------------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                          .549661        1.030165         .000000        1.247087        3.300617        .050938
- ------------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  3.411340        (.269155)       2.016448        1.276232       (3.177170)      1.007488
- ------------------------------------------------------------------------------------------------------------------------------------
   Asset charges                           (.197162)       (.209417)       (.159401)       (.227169)       (.204800)      (.143255)
- ------------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            17.259712       16.608318       13.270426       18.701076       16.133543      11.141803
- ------------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)         
     in unit value* (a)                         28%              3%             16%             14%             (1)%            9%
====================================================================================================================================
1995
   Beginning unit value - Jan  1          10.018146       13.903136       11.309050       13.693997       12.144445      10.000000
- ------------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains               
     and dividends                          .081860         .956955         .297396        1.103154         .211667        .041085
- ------------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                  3.550382        1.391543        (.045694)       1.805769        4.042004        .209467
- ------------------------------------------------------------------------------------------------------------------------------------
   Asset charges                           (.154515)       (.194909)       (.147373)       (.197994)       (.183220)      (.023920)
- ------------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            13.495873       16.056725       11.413379       16.404926       16.214896      10.226632
- ------------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)         
     in unit value* (a)                         35%             15%              1%            20%              34%           2%(b)
====================================================================================================================================
1994
   Beginning unit value - Jan  1          10.000000       14.362878       12.152136       14.148115       13.003547             **
- ------------------------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains               
     and dividends                          .000000         .809172         .214078         .720350         .971167
- ------------------------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                   .072562       (1.086058)       (.900362)       (.993926)      (1.670283)
- ------------------------------------------------------------------------------------------------------------------------------------
   Asset charges                            .054416        (.182856)       (.156802)       (.180542)       (.159986)
- ------------------------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31            10.018146       13.903136       11.309050       13.693997       12.144445
- ------------------------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)         
     in unit value* (a)                       0%(b)            (3)%            (7)%            (3)%            (7)%
====================================================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)   Asset charges do not include the policy charges discussed in note 2; and
     (b)   This investment option was not utilized for the entire year indicated.
 **  This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>

<PAGE>   16


                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUE
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                          STSPEC2           TCIBAL          TCIGRO          TCIINT        VEGOLDNR      
                                          -------           ------          ------          ------        --------      
1996***
<S>                                   <C>               <C>             <C>             <C>             <C>            
   Beginning unit value - Jan. 1       $18.074367        12.914886       17.116040       10.403803       14.230388      
- ------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                        .849403          .609960        1.918348         .247063         .301335      
- ------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                2.405871          .954721       (2.649394)       1.239275        2.259820      
- ------------------------------------------------------------------------------------------------------------------
   Asset charges                         (.252187)        (.176058)       (.221369)       (.142090)       (.208595)  
- ------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31         $21.077454        14.303509       16.163625       11.748051       16.582948      
- ------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                       17%              11%            (6)%             13%             17%     
==================================================================================================================
1995
   Beginning unit value - Jan. 1       $14.552799        10.801955       13.226279        9.392654       12.988341      
- ------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
    and dividends                         .753037          .305779         .015219         .000000         .127947      
- ------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                2.978850         1.961461        4.076606        1.136602        1.287916      
- ------------------------------------------------------------------------------------------------------------------
   Asset charges                         (.210319)        (.154309)       (.202064)       (.125453)       (.173816)     
- ------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31         $18.074367        12.914886       17.116040       10.403803       14.230388      
- ------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                       24%              20%             29%             11%             10%      
==================================================================================================================
1994
   Beginning unit value - Jan. 1       $14.230663        10.876445       13.557427       10.000000       13.820369       
- ------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                        .407898          .260556         .001450         .000000         .069418       
- ------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)                 .103521         (.194370)       (.160376)       (.554327)       (.726294)      
- ------------------------------------------------------------------------------------------------------------------
   Asset charges                         (.189283)        (.140676)       (.172222)       (.053019)       (.175152)      
- ------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31         $14.552799        10.801955       13.226279        9.392654       12.988341       
- ------------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                        2%             (1)%            (2)%         (6)%(b)            (6)%       
==================================================================================================================
</TABLE>
<TABLE>
<CAPTION>

                                       VEWRLDBD       VKACRESEC         WPLNTEQ          WPSMCOGR
                                       --------       ---------         -------          --------
1996***
<S>                                  <C>             <C>             <C>               <C>       
   Beginning unit value - Jan. 1      14.170551       10.765797       10.661502         12.430586 
- -------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                      .385883         .287384         .225731           .000000 
- -------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              (.034573)       4.034391         .833478          1.720228 
- -------------------------------------------------------------------------------------------------
   Asset charges                       (.182253)       (.154376)       (.146940)         (.175164)
- -------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31        14.339608       14.933196       11.573771         13.975650 
- -------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                      1%             39%              9%               12%
=================================================================================================
1995
   Beginning unit value - Jan. 1    $ 12.237880       10.000000       10.000000         10.000000 
- -------------------------------------------------------------------------------------------------
   Reinvested capital gains
    and dividends                       .990055         .091962         .077347           .000000 
- -------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              1.118852         .739397         .650501          2.501606 
- -------------------------------------------------------------------------------------------------
   Asset charges                       (.176236)       (.065562)       (.066346)         (.071020)
- -------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $ 14.170551       10.765797       10.661502         12.430586 
- -------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                     16%           8%(b)           7%(b)            24%(b)
=================================================================================================
1994
   Beginning unit value - Jan. 1    $ 12.563474             **              **               **      
- -------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                      .050533 
- -------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              (.218292)
- -------------------------------------------------------------------------------------------------
   Asset charges                       (.157835)
- -------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $ 12.237880 
- -------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                    (3)%
=================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)  Asset charges do not include the policy charges discussed in note 2; and
     (b)  This investment option was not utilized for the entire year indicated.
 **  This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>
<PAGE>   17

                                                           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, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                     DRYSRGRO       DRYSTKIX       FIDVIPEI      FIDVIPGR       FIDVIPHI      
                                     --------       --------       --------      --------       --------      
1996***        
<S>                               <C>             <C>            <C>           <C>            <C>           
   Beginning unit value - Jan. 1   $14.401809      13.775382      22.215745     21.256059      20.852993     
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .747630        .596225       1.025291      1.527554       1.902180     
- --------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            2.296912       2.494042       2.132663      1.587071       1.012148     
- --------------------------------------------------------------------------------------------------------
   Asset charges                     (.126762)      (.120975)      (.188129)     (.184124)      (.178535)    
- --------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31     $17.319589      16.744674      25.185570     24.186560      23.588786     
- --------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   20%            22%            13%           14%            13%     
========================================================================================================
1995
   Beginning unit value - Jan. 1   $10.788547      10.151919      16.576413     15.828463      17.428943     
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .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 capital gains
     and dividends                    .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)%     
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                     FIDVIPOV      FIDVIPAM      FIDVIPCON      NSATCAPAP      NSATGVTBD
                                     --------      --------      ---------      ---------      ---------
1996***
<S>                                 <C>          <C>            <C>            <C>            <C>       
   Beginning unit value - Jan. 1    13.645033     15.982529      11.099135      14.713230      14.984933 
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .335875      1.051899        .104631        .766553        .930103 
- --------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            1.459385      1.270941       2.248711       3.061949       (.412550)
- --------------------------------------------------------------------------------------------------------
   Asset charges                     (.115480)     (.135376)      (.096154)      (.131065)      (.119235)
- --------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      15.324813     18.169993      13.356323      18.410667      15.383251 
- --------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   12%           14%            20%            25%             3%
========================================================================================================
1995
   Beginning unit value - Jan. 1    12.540728     13.774855      10.000000      11.465403      12.720514 
- --------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .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 capital gains
     and dividends                    .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)%
========================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)  Asset charges do not include the policy charges discussed in note 2; and
     (b)  This investment option was not utilized for the entire year indicated.
**   This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>
<PAGE>   18

                                                           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, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                    NSATMYMKT     NSATSMCO    NSATTOTRE     NBAMTGRO    NBAMTLMAT    NBAMTPART  
                                    ---------     --------    ---------     --------    ---------    ---------  
1996***
<S>                               <C>           <C>          <C>          <C>          <C>          <C>        
   Beginning unit value - Jan. 1   $11.714295    11.420759    18.192762    15.962482    13.096811    13.591346  
- ----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .596995      .133983     1.217547     1.448641     1.102543      .554011  
- ----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)             .000000     2.463983     2.737018      .003774     (.542247)    3.446498  
- ----------------------------------------------------------------------------------------------------------------
   Asset charges                     (.096547)    (.103082)    (.158554)    (.132892)    (.105789)    (.122495) 
- ----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31     $12.214743    13.915643    21.988773    17.282005    13.551318    17.469360  
- ----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   4%           22%          21%           8%           3%          29%  
================================================================================================================
1995
   Beginning unit value - Jan. 1  $11.176411    10.000000    14.205723    12.214794    11.900389    10.038887   
- ----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                   .629782      .017475     1.413734      .432461      .661221      .082096   
- ----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            .000000     1.418968     2.703396     3.432609      .635177     3.565899   
- ----------------------------------------------------------------------------------------------------------------
   Asset charges                    (.091898)    (.015684)    (.130091)    (.117382)    (.099976)    (.095536)  
- ----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31    $11.714295    11.420759    18.192762    15.962482    13.096811    13.591346   
- ----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   5%       14%(b)          28%          31%          10%          35%   
================================================================================================================
1994 
   Beginning unit value - Jan. 1  $10.845265           **    14.167308     12.959107   12.014277    10.000000   
- ----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                   .419275                   .717782     1.562441      .507651      .000000   
- ----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            .000000                  (.565055)   (2.207122)    (.526553)     .072401   
- ----------------------------------------------------------------------------------------------------------------
   Asset charges                    (.088129)                 (.114312)    (.099632)    (.094986)    (.033514)  
- ----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31    $11.176411                 14.205723    12.214794    11.900389    10.038887   
- ----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   3%                        0%         (6)%         (1)%        0%(b)   
================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                     OPPBDFD     OPPGLSEC      OPPMULT      STDISC2     STINTSTK2
                                     -------     --------      -------      -------     ---------
1996***
<S>                               <C>          <C>          <C>          <C>           <C>       
   Beginning unit value - Jan. 1   15.164813    11.542134    16.100377    16.514850     10.236021 
- ----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                   .975830      .000000     1.226905     3.367146       .051144 
- ----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)           (.253799)    2.045080     1.256649    (3.238459)     1.009533 
- ----------------------------------------------------------------------------------------------------------------
   Asset charges                    (.122023)    (.099461)    (.137568)    (.128676)     (.088468)
- ----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31     15.764821    13.487753    18.446363    16.514861     11.208230 
- ----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   4%          17%          15%           0%            9% 
================================================================================================================
1995
   Beginning unit value - Jan. 1  $13.065574    11.379737    13.372968    12.307607     10.000000 
- ----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                   .902009      .299595     1.079776      .215562       .041121 
- ----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)           1.310232     (.045711)    1.766931     4.106245       .209625 
- ----------------------------------------------------------------------------------------------------------------
   Asset charges                    (.113002)    (.091487)    (.119298)    (.114564)     (.014725)
- ----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31    $15.164813    11.542134    16.100377    16.514850     10.236021 
- ----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                  16%           1%          20%          34%         2%(b) 
================================================================================================================
1994 
   Beginning unit value - Jan. 1  $13.430475    12.167250    13.747705    13.112678           **      
- ----------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                   .759284      .214589      .702216      .983647 
- ----------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)          (1.018698)    (.905246)    (.968729)   (1.689193)
- ----------------------------------------------------------------------------------------------------------------
   Asset charges                    (.105487)    (.096856)    (.108224)    (.099525)
- ----------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31    $13.065574    11.379737    13.372968    12.307607 
- ----------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                 (3)%         (6)%         (3)%         (6)%
================================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)   Asset charges do not include the policy charges discussed in note 2; and
     (b)   This investment option was not utilized for the entire year indicated.
 **  This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>
<PAGE>   19

                                                           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, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                       STSPEC2        TCIBAL       TCIGRO       TCIINT     TCIVALUE   
                                       -------        ------       ------       ------     --------   
1996***
<S>                                <C>            <C>          <C>          <C>          <C>        
   Beginning unit value - Jan. 1    $18.408627     13.155049    16.149061    10.477472    10.000000  
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .866384       .622373     1.812196      .249286      .000000  
- ---------------------------------------------------------------------------------------------------
   Unrealized gain (loss)             2.458870       .976138    (2.505020)    1.252389      .145457  
- ---------------------------------------------------------------------------------------------------
   Asset charges                      (.158462)     (.110640)    (.128845)    (.088289)    (.001770) 
- ---------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $21.575419     14.642920    15.327392    11.890858    10.143687  
- ---------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                    17%           11%         (5)%          13%        1%(b)  
===================================================================================================
1995                                                                                          
   Beginning unit value - Jan. 1    $14.748256     10.948128    12.417011     9.412116           **      
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .764407       .310910      .014289      .000000               
- ---------------------------------------------------------------------------------------------------
   Unrealized gain (loss)             3.027469      1.992508     3.834812     1.142911               
- ---------------------------------------------------------------------------------------------------
   Asset charges                      (.131505)     (.096497)    (.117051)    (.077555)              
- ---------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $18.408627     13.155049    16.149061    10.477472               
- ---------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                    25%           20%          30%          11%               
===================================================================================================
1994
   Beginning unit value - Jan. 1    $14.350073     10.968814    12.664593    10.000000           **      
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .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)               
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                     VEGOLDNR     VEWRLDBD    VEWRLDEMKT    VKACRESEC      WPLNTEQ    WPSMCOGR
                                     --------     --------    ----------    ---------      -------    --------
1996***   
<S>                                <C>          <C>           <C>          <C>          <C>         <C>       
   Beginning unit value - Jan. 1    15.612002    13.253457     10.000000    10.792212    10.687672   12.461074 
- --------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .331277      .361660       .000000      .289441      .227366     .000000 
- --------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)            2.482492     (.030793)      .080699     4.059026      .836487    1.727810 
- --------------------------------------------------------------------------------------------------------------
   Asset charges                     (.141181)    (.105167)     (.001751)    (.095484)    (.090877)   (.108331)
- --------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      18.284590    13.479157     10.078948    15.045195    11.660648   14.080553 
- --------------------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value* (a)                   17%           2%         1%(b)          39%           9%         13% 
==============================================================================================================
1995
   Beginning unit value - Jan. 1    14.178501    11.388987            **    10.000000    10.000000   10.000000 
- --------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .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 capital gains
     and dividends                    .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)%
==============================================================================================================
<FN>
  *  An annualized rate of return cannot be determined as:
     (a)   Asset charges do not include the policy charges discussed in note 2; and
     (b)   This investment option was not utilized for the entire year indicated.
 **  This investment option was not being utilized or was not available.
***  No other investment options were being utilized.
</TABLE>
<PAGE>   20
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2
      MODIFIED SINGLE PREMIUM AND LAST SURVIVOR FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUE
                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                      DRYSRGRO          DRYSTKIX         FIDVIPEI          FIDVIPGR  
                                      --------          --------         --------          --------  
1996**
<S>                                <C>                <C>              <C>               <C>         
   Beginning unit value - Jan. 1    $10.000000         10.000000        10.000000         10.000000   
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .482403           .358216          .000000           .000000   
- ---------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              .697688          1.101640          .790149           .446167   
- ---------------------------------------------------------------------------------------------------
   Contract charges                    .000000           .000000          .000000           .000000   
- ---------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $11.180091         11.459856        10.790149         10.446167   
- ---------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                  12%(b)            15%(b)            8%(b)             4%(b)  
===================================================================================================
                                      FIDVIPCON        NSATCAPAP        NSATGVTBD         NSATMYMKT  
                                      ---------        ---------        ---------         ---------  
1996**
   Beginning unit value - Jan. 1     $10.000000        10.000000        10.000000         10.000000   
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .000000           .445367          .489314           .339005   
- ---------------------------------------------------------------------------------------------------
   Unrealized gain (loss)             1.249999          1.164973          .189891           .000000   
- ---------------------------------------------------------------------------------------------------
   Contract charges                    .000000           .000000          .000000           .000000   
- ---------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31      $11.249999         11.610340        10.679205         10.339005  
- ---------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                  12%(b)            16%(b)            7%(b)             3%(b)  
===================================================================================================
                                      NBAMTLMAT         NBAMTPART          OPPBDFD         OPPGLSEC  
                                      ---------         ---------          -------         --------  
1996**
   Beginning unit value - Jan. 1    $10.000000         10.000000        10.000000         10.000000   
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .000000           .000000          .479143           .000000   
- ---------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              .477247          1.476324          .165483           .833847   
- ---------------------------------------------------------------------------------------------------
   Contract charges                    .000000           .000000          .000000           .000000   
- ---------------------------------------------------------------------------------------------------
   Ending unit value - Dec.31       $10.477247         11.476324        10.644626         10.833847   
- ---------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                   5%(b)            15%(b)            6%(b)             8%(b)  
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                     FIDVIPHI         FIDVIPOV          FIDVIPAM
                                     --------         --------          --------
1996**
<S>                                <C>              <C>               <C>       
   Beginning unit value - Jan. 1    10.000000        10.000000         10.000000 
- --------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                    .000000          .000000           .000000 
- --------------------------------------------------------------------------------
   Unrealized gain (loss)             .830462          .668178          1.022140 
- --------------------------------------------------------------------------------
   Contract charges                   .000000          .000000           .000000 
- --------------------------------------------------------------------------------
   Ending unit value - Dec.31       10.830462        10.668178         11.022140 
- --------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                  8%(b)            7%(b)            10%(b)
================================================================================
                                      NSATSMCO        NSATTOTRE         NBAMTGRO
                                      --------        ---------         --------
1996**
   Beginning unit value - Jan. 1     10.000000        10.000000        10.000000 
- --------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .095576          .580169          .000000 
- --------------------------------------------------------------------------------
   Unrealized gain (loss)              .428842          .864708         (.130166)
- --------------------------------------------------------------------------------
   Contract charges                    .000000          .000000          .000000 
- --------------------------------------------------------------------------------
   Ending unit value - Dec.31       $10.524418        11.444877         9.869834
- --------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                    5%(b)           14%(b)           (1)%(b)
================================================================================
                                       OPPMULT          STDISC2        STINTSTK2
                                       -------          -------        ---------
1996**
   Beginning unit value - Jan. 1    $10.000000        10.000000        10.000000 
- --------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .402281          .520758          .045738 
- --------------------------------------------------------------------------------
   Unrealized gain (loss)              .535297         (.636201)         .008684 
- --------------------------------------------------------------------------------
   Contract charges                    .000000          .000000          .000000 
- --------------------------------------------------------------------------------
   Ending unit value - Dec.31        10.937578         9.884557        10.054422 
- --------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                   9%(b)          (1)%(b)            1%(b)
================================================================================
<FN>
  *  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.
 **  No other investment options were being utilized.
</TABLE>
<PAGE>   21

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

      MODIFIED SINGLE PREMIUM AND LAST SURVIVOR FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUE

                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                       STSPEC2            TCIBAL           TCIGRO            TCIINT    
                                       -------            ------           ------            ------    
1996**
<S>                                <C>                <C>              <C>               <C>          
   Beginning unit value - Jan. 1    $10.000000         10.000000        10.000000         10.000000    
- ---------------------------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .045100           .122861          .000000           .224735     
- ---------------------------------------------------------------------------------------------------
   Unrealized gain (loss)              .721729           .808286         (.881573)          .548823     
- ---------------------------------------------------------------------------------------------------
   Contract charges                    .000000           .000000          .000000           .000000     
- ---------------------------------------------------------------------------------------------------
   Ending unit value - Dec.31       $10.766829         10.931147         9.118427         10.773558     
- ---------------------------------------------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                   8%(b)             9%(b)          (9)%(b)             8%(b)    
===================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                      VEGoldNR         VEWrldNR         VKACRESec
                                      --------         --------         ---------
1996**
<S>                                 <C>              <C>               <C>
   Beginning unit value - Jan. 1     10.000000        10.000000         10.000000 
- ---------------------------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .181335          .280847           .255666 
- ---------------------------------------------------------------------------------
   Unrealized gain (loss)             (.125331)         .235917          3.418174 
- ---------------------------------------------------------------------------------
   Contract charges                    .000000          .000000           .000000 
- ---------------------------------------------------------------------------------
   Ending unit value - Dec. 31       10.056004        10.516764         13.673840 
- ---------------------------------------------------------------------------------
  Percentage increase (decrease)
     in unit value*(a)                   1%(b)            5%(b)            37%(b) 
=================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                       WPINTEQ          WPSMCOGR
                                       -------          --------
1996**
<S>                                <C>                <C>       
   Beginning unit value - Jan. 1    $10.000000         10.000000 
- ----------------------------------------------------------------
   Reinvested capital gains
     and dividends                     .193639           .000000 
- ----------------------------------------------------------------
   Unrealized gain (loss)             (.258621)         (.172410)
- ----------------------------------------------------------------
   Contract charges                    .000000           .000000 
- ----------------------------------------------------------------
   Ending unit value - Dec.31        $9.935018          9.827590 
- ----------------------------------------------------------------
   Percentage increase (decrease)
     in unit value*(a)                 (1)%(b)           (2)%(b)
================================================================
<FN>
  *  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.
 **  No other investment options were being utilized.

See note 6.
</TABLE>

<PAGE>   56

<PAGE>   1


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


The Board of Directors
Nationwide Life Insurance Company:

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

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles. 

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

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
January 31, 1997
<PAGE>   2





<TABLE>
<CAPTION>
                                      

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           Consolidated Balance Sheets

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

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

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

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

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

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

Commitments and contingencies (notes 6, 9 and 15)

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


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


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        Consolidated Statements of Income

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

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

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

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

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


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


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                 Consolidated Statements of Shareholder's Equity

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

                                                                                             Unrealized
                                                                                           gains (losses)
                                                             Additional                    on securities        Total
                                                 Capital      paid-in        Retained      available-for-   shareholder's
                                                  shares      capital        earnings        sale, net          equity
                                                ----------- ------------- --------------- ----------------- ---------------
<S>                                             <C>         <C>           <C>             <C>               <C>      
1994:
   Balance, beginning of year                       $3,815      406,089       1,194,519             6,745       1,611,168
   Capital contribution                                  -      200,000               -                 -         200,000
   Net income                                            -            -         183,728                 -         183,728
   Adjustment for change in accounting for
      certain investments in debt and equity
      securities, net (note 4)                           -            -               -           212,553         212,553
   Unrealized losses on securities available-
      for-sale, net                                      -            -               -          (338,971)       (338,971)
                                                ----------- ------------- --------------- ----------------- ---------------
   Balance, end of year                             $3,815      606,089       1,378,247          (119,673)      1,868,478
                                                =========== ============= =============== ================= ===============

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

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

</TABLE>

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


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

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

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

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

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

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

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


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




               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

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

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

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

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

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

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

         The Company is a leading provider of long-term savings and retirement
         products to retail and institutional customers and is subject to
         competition from other financial services providers throughout the
         United States. The Company is subject to regulation by the Insurance
         Departments of states in which it is licensed, and undergoes periodic
         examinations by those departments.

         The following is a description of the most significant risks facing
         life insurers and how the Company mitigates those risks:

              LEGAL/REGULATORY RISK is the risk that changes in the legal or
              regulatory environment in which an insurer operates will create
              additional expenses not anticipated by the insurer in pricing its
              products. That is, regulatory initiatives, new legal theories or
              insurance company insolvencies through guaranty fund assessments
              may create costs for the insurer beyond those currently recorded
              in the consolidated financial statements. The Company mitigates
              this risk by offering a wide range of products and by operating
              throughout the United States, thus reducing its exposure to any
              single product or jurisdiction, and also by employing underwriting
              practices which identify and minimize the adverse impact of this
              risk.

              CREDIT RISK is the risk that issuers of securities owned by the
              Company or mortgagors on mortgage loans on real estate owned by
              the Company will default or that other parties, including
              reinsurers, which owe the Company money, will not pay. The Company
              minimizes this risk by adhering to a conservative investment
              strategy, by maintaining reinsurance and credit and collection
              policies and by providing for any amounts deemed uncollectible.
<PAGE>   7



               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


              INTEREST RATE RISK is the risk that interest rates will change and
              cause a decrease in the value of an insurer's investments. This
              change in rates may cause certain interest-sensitive products to
              become uncompetitive or may cause disintermediation. The Company
              mitigates this risk by charging fees for non-conformance with
              certain policy provisions, by offering products that transfer this
              risk to the purchaser, and/or by attempting to match the maturity
              schedule of its assets with the expected payouts of its
              liabilities. To the extent that liabilities come due more quickly
              than assets mature, an insurer would have to borrow funds or sell
              assets prior to maturity and potentially recognize a gain or loss.

(2)      Discontinued Operations
         -----------------------

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

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

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

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

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

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

              Notes to Consolidated Financial Statements, Continued


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

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

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

(3)      Summary of Significant Accounting Policies
         ------------------------------------------

         The significant accounting policies followed by the Company that
         materially affect financial reporting are summarized below. The
         accompanying consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles (GAAP) which
         differ from statutory accounting practices prescribed or permitted by
         regulatory authorities. Annual Statements for NLIC and its insurance
         subsidiaries, filed with the department of insurance of each insurance
         company's state of domicile, are prepared on the basis of accounting
         practices prescribed or permitted by each department. Prescribed
         statutory accounting practices include a variety of publications of the
         National Association of Insurance Commissioners (NAIC), as well as
         state laws, regulations and general administrative rules. Permitted
         statutory accounting practices encompass all accounting practices not
         so prescribed. The Company has no material permitted statutory
         accounting practices.

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

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

         (a)  Consolidation Policy
              --------------------

              The consolidated financial statements include the accounts of NLIC
              and its wholly owned subsidiaries. Subsidiaries that are
              classified and reported as discontinued operations are not
              consolidated but rather are reported as "Investment in
              Subsidiaries Classified as Discontinued Operations" in the
              accompanying consolidated balance sheets and "Income for
              Discontinued Operations" in the accompanying consolidated
              statements of income. All significant intercompany balances and
              transactions have been eliminated.

         (b)  Valuation of Investments and Related Gains and Losses
              -----------------------------------------------------

              The Company is required to classify its fixed maturity securities
              and equity securities as either held-to-maturity,
              available-for-sale or trading. Fixed maturity securities are
              classified as held-to-maturity when the Company has the positive
              intent and ability to hold the securities to maturity and are
              stated at amortized cost. Fixed maturity securities not classified
              as held-to-maturity and all equity securities are classified as
              available-for-sale and are stated at fair value, with the
              unrealized gains and losses, net of adjustments to deferred policy
              acquisition costs and deferred federal income tax, reported as a
              separate component of shareholder's equity. The adjustment to
              deferred policy acquisition costs represents the change in
              amortization of deferred policy acquisition costs that would have
              been required as a charge or credit to operations had such
              unrealized amounts been realized. The Company has no fixed
              maturity securities classified as held-to-maturity or trading as
              of December 31, 1996 or 1995.
<PAGE>   9
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



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

              Real estate is carried at cost less accumulated depreciation and
              valuation allowances. Other long-term investments are carried on
              the equity basis, adjusted for valuation allowances. Impairment
              losses are recorded on long-lived assets used in operations when
              indicators of impairment are present and the undiscounted cash
              flows estimated to be generated by those assets are less than the
              assets' carrying amount.

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

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

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

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

              ACCIDENT AND HEALTH INSURANCE PRODUCTS: Accident and health
              insurance premiums are recognized as revenue over the terms of the
              policies. Policy claims are charged to expense in the period that
              the claims are incurred. All accident and health insurance
              business is accounted for as discontinued operations. See note 2.

         (d)  Deferred Policy Acquisition Costs
              ---------------------------------

              The costs of acquiring new business, principally commissions,
              certain expenses of the policy issue and underwriting department
              and certain variable agency expenses have been deferred. For
              investment products and universal life insurance products,
              deferred policy acquisition costs are being amortized with
              interest over the lives of the policies in relation to the present
              value of estimated future gross profits from projected interest
              margins, asset fees, cost of insurance, policy administration and
              surrender charges. For years in which gross profits are negative,
              deferred policy acquisition costs are amortized based on the
              present value of gross revenues. For traditional life products,
              these deferred policy acquisition costs are predominantly being
              amortized with interest over the premium paying period of the
              related policies in proportion to the ratio of actual annual
              premium revenue to the anticipated total premium revenue. Such
              anticipated premium revenue was estimated using the same
              assumptions as were used for computing liabilities for future
              policy benefits. Deferred policy acquisition costs are adjusted to
              reflect the impact of unrealized gains and losses on fixed
              maturity securities available-for-sale as described in note 3(b).
<PAGE>   10

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

         (e)  Separate Accounts
              -----------------

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

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

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

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

              Future policy benefits and claims for collectively renewable
              long-term disability policies and group long-term disability
              policies are the present value of amounts not yet due on reported
              claims and an estimate of amounts to be paid on incurred but
              unreported claims. The impact of reserve discounting is not
              material. Future policy benefits and claims on other group health
              insurance policies are not discounted. All health insurance
              business is accounted for as discontinued operations. See note 2.

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

              Participating business represents approximately 52% in 1996 (54%
              in 1995 and 55% in 1994) of the Company's life insurance in force,
              78% in 1996 (79% in 1995 and 79% in 1994) of the number of life
              insurance policies in force, and 40% in 1996 (47% in 1995 and 51%
              in 1994) of life insurance premiums. The provision for
              policyholder dividends is based on current dividend scales. Future
              dividends are provided for ratably in future policy benefits based
              on dividend scales in effect at the time the policies were issued.

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

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

              The Company utilizes the asset and liability method of accounting
              for income tax. Under this method, deferred tax assets and
              liabilities are recognized for the future tax consequences
              attributable to differences between the financial statement
              carrying amounts of existing assets and liabilities and their
              respective tax bases and operating loss and tax credit
              carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
              years in which those temporary differences are expected to be
              recovered or settled. Under this method, the effect on deferred
              tax assets and liabilities of a change in tax rates is recognized
              in income in the period that includes the enactment date.
              Valuation allowances are established when necessary to reduce the
              deferred tax assets to the amounts expected to be realized.
<PAGE>   11
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         (i)  Reinsurance Ceded
              -----------------
  
              Reinsurance premiums ceded and reinsurance recoveries on benefits
              and claims incurred are deducted from the respective income and
              expense accounts. Assets and liabilities related to reinsurance
              ceded are reported on a gross basis. All of the Company's accident
              and health and group life insurance business is ceded to
              affiliates and is accounted for as discontinued operations. See
              notes 2 and 13.

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

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


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

         Effective January 1, 1994, the Company changed its method of accounting
         for certain investments in debt and equity securities in connection
         with the issuance of STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
         NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
         SECURITIES. As of January 1, 1994, the Company classified fixed
         maturity securities with amortized cost and fair value of $6,299,665
         and $6,721,714, respectively, as available-for-sale and recorded the
         securities at fair value. Previously, these securities were recorded at
         amortized cost. The effect as of January 1, 1994 has been recorded as a
         direct credit to shareholder's equity as follows:
<TABLE>
<CAPTION>

             <S>                                                                     <C>    
             Excess of fair value over amortized cost of fixed maturity
                securities available-for-sale                                         $ 422,049
             Adjustment to deferred policy acquisition costs                            (95,044)
             Deferred federal income tax                                               (114,452)
                                                                                    --------------
                                                                                      $ 212,553
                                                                                    ==============
</TABLE>


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

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

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

              Notes to Consolidated Financial Statements, Continued


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

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


         The amortized cost and estimated fair value of fixed maturity
         securities available-for-sale as of December 31, 1996, by contractual
         maturity, are shown below. Expected maturities will differ from
         contractual maturities because borrowers may have the right to call or
         prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                              
                                                                                   Amortized        Estimated
                                                                                      cost          fair value
                                                                                ---------------   --------------
                                                                                
<S>                                                                             <C>                    <C>                 
             Fixed maturity securities available-for-sale:
                Due in one year or less                                         $     440,235          444,214
                Due after one year through five years                               3,937,010        4,053,152
                Due after five years through ten years                              2,809,813        2,871,806
                Due after ten years                                                 1,194,846        1,270,179
                                                                                ---------------   --------------
                                                                                    8,381,904        8,639,351

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


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

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

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

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

              Notes to Consolidated Financial Statements, Continued


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

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

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

         During 1995, the Company transferred fixed maturity securities
         classified as held-to-maturity with amortized cost of $25,429 to
         available-for-sale securities due to evidence of a significant
         deterioration in the issuer's creditworthiness. The transfer of those
         fixed maturity securities resulted in a gross unrealized loss of
         $3,535.

         As permitted by the Financial Accounting Standards Board's Special
         Report, A GUIDE TO IMPLEMENTATION OF STATEMENT 115 ON ACCOUNTING FOR
         CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, issued in November
         1995 the Company transferred all of its fixed maturity securities
         previously classified as held-to-maturity to available-for-sale. As of
         December 14, 1995, the date of transfer, the fixed maturity securities
         had amortized cost of $3,320,093, resulting in a gross unrealized gain
         of $155,940.

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

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

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

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

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

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

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


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

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

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

<TABLE>
<CAPTION>
                                                                        1996          1995          1994
                                                                     ------------  ------------  ------------
        <S>                                                          <C>           <C>           <C>    
             Securities available-for-sale:
                Fixed maturity securities                              $(3,462)        4,213        (7,296)
                Equity securities                                        3,143         3,386         1,422
             Mortgage loans on real estate                              (4,115)       (7,091)      (20,446)
             Real estate and other                                       4,108        (2,232)        9,793
                                                                     ------------  ------------  ------------ 
                                                                      $   (326)       (1,724)      (16,527)
                                                                     ============  ============  ============
</TABLE>

         Fixed maturity securities with an amortized cost of $6,161 and $5,592
         as of December 31, 1996 and 1995, respectively, were on deposit with
         various regulatory agencies as required by law.

(6)      Future Policy Benefits and Claims
         ---------------------------------

         The liability for future policy benefits for investment contracts
         represents approximately 87% and 87% of the total liability for future
         policy benefits as of December 31, 1996 and 1995, respectively. The
         average interest rate credited on investment product policies was
         approximately 6.3%, 6.6% and 6.5% for the years ended December 31,
         1996, 1995 and 1994, respectively.

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

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

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

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

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

              Notes to Consolidated Financial Statements, Continued


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

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

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

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

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

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

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

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

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion of the
         total gross deferred tax assets will not be realized. Nearly all future
         deductible amounts can be offset by future taxable amounts or recovery
         of federal income tax paid within the statutory carryback period. There
         has been no change in the valuation allowance for the years ended
         December 31, 1996, 1995 and 1994.
<PAGE>   16

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

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

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

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

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


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

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

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

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

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

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

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

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

              SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
              held in Separate Accounts is based on quoted market prices. The
              fair value of liabilities related to Separate Accounts is the
              amount payable on demand, which includes certain surrender
              charges.
<PAGE>   17
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


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

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

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

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

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

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

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

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

(9)      Additional Financial Instruments Disclosures
         --------------------------------------------
         
         FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
         party to financial instruments with off-balance-sheet risk in the
         normal course of business through management of its investment
         portfolio. These financial instruments include commitments to extend
         credit in the form of loans. These instruments involve, to varying
         degrees, elements of credit risk in excess of amounts recognized on the
         consolidated balance sheets.
<PAGE>   18
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


         Commitments to fund fixed rate mortgage loans on real estate are
         agreements to lend to a borrower, and are subject to conditions
         established in the contract. Commitments generally have fixed
         expiration dates or other termination clauses and may require payment
         of a deposit. Commitments extended by the Company are based on
         management's case-by-case credit evaluation of the borrower and the
         borrower's loan collateral. The underlying mortgage property represents
         the collateral if the commitment is funded. The Company's policy for
         new mortgage loans on real estate is to lend no more than 75% of
         collateral value. Should the commitment be funded, the Company's
         exposure to credit loss in the event of nonperformance by the borrower
         is represented by the contractual amounts of these commitments less the
         net realizable value of the collateral. The contractual amounts also
         represent the cash requirements for all unfunded commitments.
         Commitments on mortgage loans on real estate of $327,456 extending into
         1997 were outstanding as of December 31, 1996.

         SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
         commercial mortgage loans on real estate to customers throughout the
         United States. The Company has a diversified portfolio with no more
         than 21% (20% in 1995) in any geographic area and no more than 2% (2%
         in 1995) with any one borrower as of December 31, 1996.

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

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

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

<TABLE>
<CAPTION>

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

              Notes to Consolidated Financial Statements, Continued


(10)     Pension Plan
         ------------

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

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

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

         Pension costs charged to operations by the Company during the years
         ended December 31, 1996, 1995 and 1994 were $7,381, $10,478 and
         $10,063, respectively.

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

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

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

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


         Basis for measurements, net periodic pension cost:

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

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

              Notes to Consolidated Financial Statements, Continued


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

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

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

         Basis for measurements, funded status of plan:

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

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

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

(11)     Postretirement Benefits Other Than Pensions
         -------------------------------------------

         In addition to the defined benefit pension plan, the Company, together
         with other affiliated companies, participates in life and health care
         defined benefit plans for qualifying retirees. Postretirement life and
         health care benefits are contributory and generally available to full
         time employees who have attained age 55 and have accumulated 15 years
         of service with the Company after reaching age 40. Postretirement
         health care benefit contributions are adjusted annually and contain
         cost-sharing features such as deductibles and coinsurance. In addition,
         there are caps on the Company's portion of the per-participant cost of
         the postretirement health care benefits. These caps can increase
         annually, but not more than three percent. The Company's policy is to
         fund the cost of health care benefits in amounts determined at the
         discretion of management. Plan assets are invested primarily in group
         annuity contracts of NLIC.

         The Company elected to immediately recognize its estimated accumulated
         postretirement benefit obligation; however, certain affiliated
         companies elected to amortize their initial transition obligation over
         periods ranging from 10 to 20 years.

         The Company's accrued postretirement benefit expense as of December 31,
         1996 and 1995 was $34,884 and $33,537, respectively, and the net
         periodic postretirement benefit cost (NPPBC) for 1996, 1995 and 1994
         was $3,286, $3,132 and $4,284, respectively.
<PAGE>   21
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


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

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

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

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

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

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

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

             Discount rate                            7.25%         6.65%        6.75%        8.00%        7.00%
             Long-term rate of return on plan
                 assets, net of tax                     -           4.80%         -           8.00%         N/A
             Assumed health care cost trend rate:
                 Initial rate                        11.00%        11.00%       11.00%       10.00%       12.00%
                 Ultimate rate                        6.00%         6.00%        6.00%        6.00%        6.00%
                 Uniform declining period           12 Years      12 Years     12 Years     12 Years     12 Years
</TABLE>


         The health care cost trend rate assumption has an effect on the amounts
         reported. For the plan as a whole, a one percentage point increase in
         the assumed health care cost trend rate would increase the APBO as of
         December 31, 1996 by $701 and the NPPBC for the year ended December 31,
         1996 by $83.

(12)     Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings 
         and Dividend Restrictions
         ---------------------------------------------------------------------

         Each insurance company's state of domicile imposes minimum risk-based
         capital requirements that were developed by the NAIC. The formulas for
         determining the amount of risk-based capital specify various weighting
         factors that are applied to financial balances or various levels of
         activity based on the perceived degree of risk. Regulatory compliance
         is determined by a ratio of the company's regulatory total adjusted
         capital, as defined by the NAIC, to its authorized control level
         risk-based capital, as defined by the NAIC. Companies below specific
         trigger points or ratios are classified within certain levels, each of
         which requires specified corrective action. NLIC and each of its
         insurance company subsidiaries exceed the minimum risk-based capital
         requirements.
<PAGE>   22
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


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

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

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

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

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

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

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

         The Company also participates in intercompany repurchase agreements
         with affiliates whereby the seller will transfer securities to the
         buyer at a stated value. Upon demand or a stated period, the securities
         will be repurchased by the seller at the original sales price plus a
         price differential. Transactions under the agreements during 1996 and
         1995 were not material. The Company believes that the terms of the
         repurchase agreements are materially consistent with what the Company
         could have obtained with unaffiliated parties.
<PAGE>   23

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

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

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

         The Company and various affiliates entered into agreements with
         Nationwide Cash Management Company (NCMC) and California Cash
         Management Company (CCMC), both affiliates, under which NCMC and CCMC
         act as common agents in handling the purchase and sale of short-term
         securities for the respective accounts of the participants. Amounts on
         deposit with NCMC and CCMC were $4,789 and $9,654 as of December 31,
         1996 and 1995, respectively, and are included in short-term investments
         on the accompanying consolidated balance sheets.

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

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

         Effective December 31, 1994, NLIC purchased all of the outstanding
         shares of common stock of ELICW from Wausau Service Corporation (WSC)
         for $155,000. NLIC transferred fixed maturity securities and cash with
         a fair value of $155,000 to WSC on December 28, 1994, which resulted in
         a realized loss of $19,239 on the disposition of the securities. The
         purchase price approximated both the historical cost basis and fair
         value of net assets of ELICW. ELICW has and will continue to share home
         office, other facilities, equipment and common management and
         administrative services with WSC. As discussed in note 2, ELICW is
         accounted for as discontinued operations.

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

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

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

              Notes to Consolidated Financial Statements, Continued


(15)     Contingencies
         -------------

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

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

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

         During 1996, the Company changed its reporting segments to better
         reflect the way the businesses are managed. Prior periods have been
         restated to reflect these changes.

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

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

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

              Assets:

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

<PAGE>   57

                            PART II - OTHER INFORMATION

                        CONTENTS OF REGISTRATION STATEMENT

This Form S-6 Registration Statement comprises the following papers and
documents:

The facing sheet.

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

   
The prospectus consisting of 96 pages.
    

Representations and Undertakings.

Accountants' Consent

The Signatures.

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

   
1. Power of Attorney dated April 2, 1997.   Attached hereto.                    
    
                                                                                
2. Resolution of the Depositor's Board of   Included with the Registration      
   Directors authorizing the establishment  Statement on Form N-8B-2 for the    
   of the Registrant, adopted               Nationwide VLI Separate Account-2,  
                                            and hereby incorporated herein by   
                                            reference.                          

   
3. Distribution Contracts                   Filed previously with initial       
                                            registration (File No. 33-62795) and
                                            is hereby incorporated by reference.
                                                                                
4. Form of Security                         Filed previously with initial       
                                            registration (File No. 33-62795) and
                                            is hereby incorporated by reference.
    
                                                                                
5. Articles of Incorporation of Depositor   Included with the Registration      
                                            Statement on Form N-8B-2 for the    
                                            Nationwide VLI Separate Account-2,  
                                            and hereby incorporated herein by   
                                            reference.                          

   
6. Application form of Security             Filed previously with initial       
                                            registration (File No. 33-62795) and
                                            is hereby incorporated by reference.
                                                                                
7. Opinion of Counsel                       Filed previously with initial       
                                            registration (File No. 33-62795) and
                                            is hereby incorporated by reference.
    

<PAGE>   58

Representations and Undertakings

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

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

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

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

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

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

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


<PAGE>   59

                               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 28, 1997
<PAGE>   60

                                   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. 2 and has duly caused this Post-Effective Amendment No. 2 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 28th day of April, 1997.
    

                                              NATIONWIDE VLI SEPARATE ACCOUNT-2
                                              ---------------------------------
                                                         (Registrant)
                                              NATIONWIDE LIFE INSURANCE COMPANY
(Seal)                                        ---------------------------------
Attest:                                                  (Sponsor)

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

   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 has been signed below by the following persons in the capacities
indicated on the 28th day of April, 1997.
    

           Signature                        Title

LEWIS J. ALPHIN                          Director
- ------------------------------
Lewis J. Alphin


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


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


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


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


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


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


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


DAVID O. MILLER                          Director
- ------------------------------
David O. Miller


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


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


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


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


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


HAROLD W. WEIHL                          Director
- ------------------------------
Harold W. Weihl


<PAGE>   1
                                POWER OF ATTORNEY



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

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

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

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

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

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

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

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

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

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






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