NATIONWIDE VL SEPARATE ACCOUNT A
485BPOS, 1996-04-29
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<PAGE>   1
                                                       REGISTRATION NO. 33-35775

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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


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


                        NATIONWIDE VL SEPARATE ACCOUNT-A
                              (Exact Name of Trust)


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


                  NATIONWIDE LIFE AND ANNUITY 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, 1996 pursuant to paragraph (b) of Rule 485 
/ / 60 days after filing pursuant to paragraph (a) (1) of Rule 485 
/ / on (date) pursuant to paragraph (a)(1) of Rule 485


The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Paragraph (a)(3) thereof, a non-refundable fee
in the amount of $500.00 has been paid to the Commission. Registrant filed its
Rule 24f-2 Notice for the fiscal year ended December 31, 1995, on February 26,
1996.
    




                                    1 of 80
<PAGE>   2
                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

<TABLE>
<CAPTION>
N-8B-2 ITEM                               CAPTION IN PROSPECTUS
<S>                                     <C>                                     
 1 ...................................  Nationwide Life and Annuity Insurance
                                        Company
                                        The Variable Account
 2 ...................................  Nationwide Life and Annuity 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 and Annuity Insurance
                                        Company
26 ...................................  Not Applicable
27 ...................................  Nationwide Life and Annuity 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 and Annuity Insurance
                                        Company
36 ...................................  Not Applicable
37 ...................................  Not Applicable
38 ...................................  Distribution of The Policies
39 ...................................  Distribution of The Policies
40 ...................................  Not Applicable
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
N-8B-2 ITEM                               CAPTION IN PROSPECTUS
<S>                                     <C>                                     
41(a) ................................  Distribution of The Policies

42 ...................................  Not Applicable

43 ...................................  Not Applicable

44 ...................................  How The Cash Value Varies

45 ...................................  Not Applicable

46 ...................................  How The Cash Value Varies

47 ...................................  Not Applicable

48 ...................................  Custodian of Assets

49 ...................................  Not Applicable

50 ...................................  Not Applicable

51 ...................................  Summary of The Policies; Information
                                        About The Policies

52 ...................................  Substitution of Securities

53 ...................................  Taxation of The Company

54 ...................................  Not Applicable

55 ...................................  Not Applicable

56 ...................................  Not Applicable

57 ...................................  Not Applicable

58 ...................................  Not Applicable

59 ...................................  Financial Statements
</TABLE>
<PAGE>   4
                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
                                   HOME OFFICE
                                 P.O. BOX 182150
                              ONE NATIONWIDE PLAZA
                            COLUMBUS, OHIO 43218-2150
                       (800) 533-5622, TDD 1-800-238-3035

                MULTIPLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
             ISSUED BY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
                  THROUGH ITS NATIONWIDE VL SEPARATE ACCOUNT-A

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

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

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

     NATIONWIDE SEPARATE ACCOUNT TRUST:                                
         -Capital Appreciation Fund                                  
         -Money Market Fund                                          
         -Government Bond Fund                                       
         -Total Return Fund                                          
     FIDELITY VARIABLE INSURANCE PRODUCTS FUND:   
         -Growth Portfolio                   
     NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
         -Balanced Portfolio                 
     TCI PORTFOLIOS, INC.                         
         -TCI Advantage                      

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

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

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

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

   
                   The date of this Prospectus is May 1, 1996.
    




                                       1
<PAGE>   5
                                GLOSSARY OF TERMS

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

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

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

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

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

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

   
COMPANY- Nationwide Life and Annuity Insurance Company.
    

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

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

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

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

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

   
HOME OFFICE- The main office of the Company located in Columbus, Ohio.
    

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

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

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

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

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

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

MUTUAL FUNDS- The underlying Mutual Funds which correspond to the sub-accounts
of the Variable Account.

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

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

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

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

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

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

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

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

SCHEDULED PREMIUM- The Scheduled Premium is shown on the Policy Data Page. It is
used to calculate the Initial Specified Amount.

                                       2
<PAGE>   6
SPECIFIED AMOUNT- A dollar amount used to determine the death benefit under a
Policy. It is shown on the Policy Data Page.

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

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

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

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

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




                                       3
<PAGE>   7
                                TABLE OF CONTENTS

   
<TABLE>
<S>                                                                                        <C>
GLOSSARY OF TERMS ......................................................................    2
SUMMARY OF THE POLICIES ................................................................    6
      Variable Life Insurance ..........................................................    6
      The Variable Account and its Sub-Accounts ........................................    6
      The Fixed Account ................................................................    6
      Deductions and Charges ...........................................................    6
      Underlying Mutual Fund Annual Expenses ...........................................    7
      Premiums .........................................................................    8
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY ..........................................    8
THE VARIABLE ACCOUNT ...................................................................    8
      Investments of the Variable Account ..............................................    9
      Nationwide Separate Account Trust ................................................    9
      Neuberger & Berman Advisers Management Trust .....................................   10
      TCI Portfolios, Inc , a member of the Twentieth Century Family of Mutual Funds ...   10
      Fidelity's Variable Insurance Products Fund ......................................   10
      Reinvestment .....................................................................   11
      Transfers ........................................................................   11
      Dollar Cost Averaging ............................................................   11
      Substitution of Securities .......................................................   12
      Voting Rights ....................................................................   12
INFORMATION ABOUT THE POLICIES .........................................................   12
      Underwriting and Issuance ........................................................   12
      -Minimum Requirements for Issuance of a Policy ...................................   12
      -Premium Payments ................................................................   13
      Allocation of Cash Value .........................................................   13
      Short-Term Right to Cancel the Policy ............................................   13
POLICY CHARGES .........................................................................   13
      Deductions from Premiums .........................................................   13
      Surrender Charges ................................................................   14
      -Reductions to Surrender Charges .................................................   14
      Deductions from Cash Value .......................................................   14
      -Monthly Cost of Insurance .......................................................   15
      -Monthly Administrative Charge ...................................................   15
      Deductions from the Sub-Accounts .................................................   15
HOW THE CASH VALUE VARIES ..............................................................   16
      How the Investment Experience is Determined ......................................   16
      Net Investment Factor ............................................................   16
      Valuation of Assets ..............................................................   16
      Determining the Contract Value ...................................................   16
      Valuation Periods and Valuation Dates ............................................   17
SURRENDERING THE POLICY FOR CASH .......................................................   17
      Maturity Proceeds ................................................................   17
      Income Tax Withholding ...........................................................   17
POLICY LOANS ...........................................................................   18
      Taking a Policy Loan .............................................................   18
      Effect on Investment Performance .................................................   18
      Interest .........................................................................   18
      Effect on Death Benefit and Cash Value ...........................................   18
      Repayment ........................................................................   18
HOW THE DEATH BENEFIT VARIES ...........................................................   19
      Calculation of the Death Benefit .................................................   19
      -Proceeds Payable on Death .......................................................   20
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY ...........................................   20
CHANGES OF INVESTMENT POLICY ...........................................................   20
GRACE PERIOD ...........................................................................   20
      -First Five Policy Years .........................................................   20
      -Policy Years Six and After ......................................................   21
      -All Policy Years ................................................................   21
REINSTATEMENT ..........................................................................   21
</TABLE>
    

                                       4
<PAGE>   8
   
<TABLE>
<S>                                                                                        <C>
THE FIXED ACCOUNT OPTION ...............................................................   21
CHANGES IN EXISTING INSURANCE COVERAGE .................................................   22
      Specified Amount Increases .......................................................   22
      Specified Amount Decreases .......................................................   22
      Changes in the Death Benefit Option ..............................................   22
OTHER POLICY PROVISIONS ................................................................   22
      Policy Owner .....................................................................   22
      Beneficiary ......................................................................   23
      Assignment .......................................................................   23
      Incontestability .................................................................   23
      Error in Age or Sex ..............................................................   23
      Suicide ..........................................................................   23
      Nonparticipating Policies ........................................................   23
LEGAL CONSIDERATIONS ...................................................................   23
DISTRIBUTION OF THE POLICIES ...........................................................   24
CUSTODIAN OF ASSETS ....................................................................   24
TAX MATTERS ............................................................................   24
      Policy Proceeds ..................................................................   24
      Taxation of the Company ..........................................................   25
      Other Considerations .............................................................   25
THE COMPANY ............................................................................   25
COMPANY MANAGEMENT .....................................................................   26
      Directors of the Company .........................................................   26
      Executive Officers of the Company ................................................   27
OTHER CONTRACTS ISSUED BY THE COMPANY ..................................................   27
STATE REGULATION .......................................................................   27
REPORTS TO POLICY OWNERS ...............................................................   28
ADVERTISING ............................................................................   28
LEGAL PROCEEDINGS ......................................................................   28
EXPERTS ................................................................................   28
REGISTRATION STATEMENT .................................................................   28
LEGAL OPINIONS .........................................................................   28
APPENDIX 1 .............................................................................   29
APPENDIX 2 .............................................................................   30
</TABLE>
    

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

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

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

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

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

   
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued. The Policy Owner selects the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). At present, there are
three sub-accounts. When the Policy is issued, the Net Premiums will be
allocated to the Nationwide Separate Account Trust Money Market Fund sub-account
(for any Net Premiums allocated to a Sub-Account on the application) or to the
Fixed Account until the expiration of the period in which the Policy Owner may
exercise his or her short-term right to cancel the Policy (see "Short-Term Right
to Cancel Policy"). Assets of each sub-account are invested at Net Asset Value
in shares at a corresponding underlying Mutual Fund option. 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 the "Investments of the Variable
Account" section.
    

THE FIXED ACCOUNT

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

DEDUCTIONS AND CHARGES

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

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

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

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

         1.  monthly cost of insurance; plus

                                       6
<PAGE>   10
         2.  monthly cost of any additional benefits provided by riders to the
             Policy; plus

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

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

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

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

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

   
UNDERLYING MUTUAL FUND ANNUAL EXPENSES

<TABLE>
<S>                                                                  <C>  
     NSAT Capital Appreciation Fund
           Management Fees.......................................    0.50%
           Other Expenses........................................    0.04%
                 Total underlying Mutual Fund Expenses...........    0.54%
     NSAT Money Market Fund                                          
           Management Fees.......................................    0.50%
           Other Expenses........................................    0.02%
                 Total underlying Mutual Fund Expenses...........    0.52%
     NSAT Government Bond Fund                                       
           Management Fees.......................................    0.50%
           Other Expenses........................................    0.01%
                 Total underlying Mutual Fund Expenses...........    0.51%
     NSAT Total Return Fund                                          
           Management Fees.......................................    0.50%
           Other Expenses........................................    0.01%
                 Total underlying Mutual Fund Expenses...........    0.51%
     N & B Advisers Management Trust-Balanced Portfolio              
           Management Fees.......................................    0.85%
           Other Expenses........................................    0.19%
                 Total underlying Mutual Fund Expenses...........    1.04%
     TCI Portfolios-TCI Advantage                                    
           Management Fees.......................................    1.00%
           Other Expenses........................................    0.00%
                 Total underlying Mutual Fund Expenses...........    1.00%
     Fidelity-Growth Portfolio                                       
           Management Fees.......................................    0.61%
           Other Expenses........................................    0.09%
                 Total underlying Mutual Fund Expenses...........    0.70%
</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
    

                                       7
<PAGE>   11
   
price used to calculate the Variable Account's unit value. The management fees
and other expenses some of which may be subject to fee waivers or expense
reimbursement are more fully described in the prospectuses for each individual
underlying Mutual Fund option. The information relating to the underlying Mutual
Fund expenses was provided by the underlying Mutual Fund and was not
independently verified by the Company.
    

PREMIUMS

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

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

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

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

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

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

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

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

   
The Nationwide Life and Annuity Company (the "Company"), formerly Financial
Horizons Life Insurance Company is a stock life insurance company organized
under the laws of the State of Ohio and was established in February, 1981.

The Company offers a multiple line of products including annuities. As of
January 1, 1996, it is admitted to do business in 43 states and the District of
Columbia (for additional information, see "The Company").
    

                              THE VARIABLE ACCOUNT

   
Nationwide VL Separate Account-A (formerly Financial Horizons VL Separate
Account-1) (the Variable Account) was established by the Company on August 8,
1984. 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 and Annuity
Company, One Nationwide Plaza, Columbus, Ohio 43216 serves as Trustee for the
trust. Nationwide Financial Services, Inc. One Nationwide Plaza, Columbus, Ohio
serves as principal underwriter for the trust. Such registration does not
involve supervision of the management of the Variable Account or the Company by
the Securities and Exchange Commission.

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

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


                                       8
<PAGE>   12
INVESTMENTS OF THE VARIABLE ACCOUNT

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

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

These underlying Mutual Fund options are available only to serve as the
underlying investment for variable annuity and variable life contracts issued
through separate accounts of the life insurance companies which may or may not
be affiliated, also known as "mixed and shared funding." There are certain risks
associated with mixed and shared funding, which is disclosed in the underlying
Mutual Funds' prospectuses. A full description of the underlying Mutual Fund
options, their investment policies and restrictions, risks and charges are
contained in the prospectuses of the respective underlying Mutual Fund options.
Each of the underlying Mutual Fund options is a registered management investment
company which received investment advice from a registered investment adviser:

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

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

         3)  TCI Portfolios, Inc., managed by Investors Research Corporation, an
             affiliated of Twentieth Century Companies; and

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

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

NATIONWIDE SEPARATE ACCOUNT TRUST

Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company organized under the laws of Massachusetts, by a
Declaration of Trust, dated June 30, 1981, as subsequently amended. The Trust
offers shares in the four separate 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
insurance or annuity policies issued by life insurance companies. The assets of
the Trust are managed by Nationwide Financial Services, Inc., of One Nationwide
Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary of Nationwide Life
Insurance Company (the sole stockholder of the Company).

- -        CAPITAL APPRECIATION FUND

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

- -        MONEY MARKET FUND

         Investment Objective: To seek as high a level of current income as is
         considered consistent with the preservation of capital and liquidity by
         investing primarily in money market instruments.

- -        GOVERNMENT BOND FUND

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

                                       9
<PAGE>   13
- -        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.

- -        BALANCED PORTFOLIO

         Investment Objective: To provide long-term capital growth and
         reasonable current income without undue risk to principal. The Balanced
         Portfolio will seek to achieve its objective through investment of a
         portion of its assets in common stocks and a portion of its assets in
         debt securities. The Investment Adviser anticipates that the Balanced
         Portfolio's investments will normally be managed so that approximately
         60% of the Portfolio's total assets will be invested in common stocks
         and the remaining assets will be invested in debt securities. However,
         depending on the Investment Adviser's views regarding current market
         trends, the common stock portion of the Portfolio's investments may be
         adjusted downward to as low as 50% or upward to as high as 70%. At
         least 25% of the Portfolio's assets will be invested in fixed income
         senior securities.

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

The Company was organized as a Maryland corporation on June 4, 1987. It is a
diversified, open-end management investment company, designed only to provide
investment vehicles for variable annuity and variable life insurance products of
insurance companies. A member of the Twentieth Century Family of Mutual Funds,
TCI Portfolios is managed by Investors Research Corporation.

- -        TCI ADVANTAGE

         Investment Objective: Current income and capital growth. The fund will
         seek to achieve its objective by investing in three types of
         securities. The fund's investment manager intends to invest
         approximately (i) 20% of the fund's assets in securities of the United
         States government and its agencies and instrumentalities and repurchase
         agreements collateralized by such securities with a weighted average
         maturity of six months or less, i.e., cash or cash equivalents; (ii)
         40% of the fund's assets in fixed income securities of the United
         States government and its agencies and instrumentalities with a
         weighted average maturity of three to ten years; and (iii) 40% of the
         fund's assets in equity securities that are considered by management to
         have better-than-average prospects for appreciation. Assets will be
         purchased or sold, as the case may be, as is necessary in response to
         changes in market value to maintain the asset mix of the Fund's
         portfolio at approximately 60% cash, cash equivalents and fixed income
         securities and 40% equity securities. There can be no assurance that
         the Fund will achieve its investment objective.

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

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND

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

 -       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

                                       10
<PAGE>   14
         investment in the Portfolio may involve greater risk than is inherent
         in other mutual funds. It is also important to point out that the
         Portfolio makes most sense for you if you can afford to ride out
         changes in the stock market, because it invests primarily in common
         stocks. FMR also can make temporary investments in securities such as
         investment-grade bonds, high-quality preferred stocks and short term
         notes, for defensive purposes when it believes market conditions
         warrant.

REINVESTMENT

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

TRANSFERS

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

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

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

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

DOLLAR COST AVERAGING

   
The Contract Owner may direct the Company to automatically transfer from the
Money Market sub-account or the Fixed Account to any other sub-account within
the Variable Account on a monthly basis. This service is intended to allow the
Contract 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 Contract Value, less policy indebtedness, of $15,000. Transfers
for purposes of Dollar Cost Averaging can only be made from the Money Market
sub-account or the Fixed Account. The minimum monthly Dollar Cost Averaging
transfer is $100. In addition, Dollar Cost Averaging monthly transfers from the
Fixed Account must be equal to or less than 1/30th of the Fixed Account value
when the Dollar Cost Averaging program is requested. Transfers out of the Fixed
Account, other than for Dollar Cost Averaging, may be subject to certain
additional restrictions (see "Transfers"). A written election of this service,
on a form provided by the Company, must be completed by the Contract Owner in
order to begin transfers. Once elected, transfers from the Money Market
sub-account or the Fixed Account will be processed monthly until either the
value in the Money Market sub-account or the Fixed Account is completely
depleted or the Contract 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 Contract Owners however, such discontinuation
will not affect Dollar Cost Averaging programs already commenced. The Company
also reserves the right to assess a processing fee for this service.
    




                                       11
<PAGE>   15
SUBSTITUTION OF SECURITIES

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

VOTING RIGHTS

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

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

The Policy Owner shall 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 at least 21 days prior
to such meeting.
    

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

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

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

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

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




                                       12
<PAGE>   16
- -Premium Payments

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

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

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

ALLOCATION OF CASH VALUE

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

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

SHORT-TERM RIGHT TO CANCEL POLICY

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

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

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

The Company also pays any state premium taxes attributable to a particular
policy when incurred by the Company. The Company expects to pay an average state
premium tax rate of approximately 2.5% of premiums for all states, although such
tax rates generally can range from 0% to 4%. To reimburse the Company for the
payment of state premium taxes associated with the Policies, the Company deducts
a charge for state premium taxes equal to 2.5% of all premium payments received.
This charge may be more or less

                                       13
<PAGE>   17
than the amount actually assessed by the state in which a particular Policy
Owner lives. The Company does not expect to make a profit from this charge.

SURRENDER CHARGES

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

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

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

<TABLE>
<CAPTION>
               Issue                 Charge per $1,000 of
                Age                Initial Specified Amount
<S>                                <C>  
                0-39                        $3.50
               40-59                        $5.00
               60-75                        $6.50
</TABLE>

   
The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records. The Company does not expect to profit from the underwriting surrender
charges. The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies. Unrecovered expenses are borne by the
Company's general assets which may include profits, if any, from Mortality and
Expense Risk Charges (see "Deductions from the Sub-Accounts"). Additional
premiums and/or income earned on assets in the Variable Account or partial
surrenders have no effect on these charges. The remainder of the Surrender
Charge which is not attributable to the underwriting surrender charge component
represents the sales surrender charge component. The purpose of the sales
surrender charge component is to reimburse the Company for some of the expenses
incurred in the distribution of the Policies. The Company also deducts 3.5% of
each premium for sales load (see "Deductions from Premiums"). 
    

- -Reductions to Surrender Charges 

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

<TABLE>
<CAPTION>
                        Surrender Charge                       Surrender Charge
         Completed      as a % of Initial      Completed       as a % of Initial
        Policy Years    Surrender Charges     Policy Years     Surrender Charges
<S>                     <C>                   <C>              <C>
             0                100%                 5                  85%
             1                100%                 6                  80%
             2                100%                 7                  75%
             3                 95%                 8                  50%
             4                 90%                 9+                  0%
</TABLE>

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

DEDUCTIONS FROM CASH VALUE

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

         1.  monthly cost of insurance charges; plus

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

         3.  monthly administrative expense charge.

                                       14
<PAGE>   18
These deductions will be charged proportionately to the Cash Value in each
Variable Account sub-account and the Fixed Account.

- -Monthly Cost of Insurance

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

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

Monthly cost of insurance rates will not exceed those guaranteed in the Policy.
Guaranteed cost of insurance rates for Policies issued on a simplified basis are
based on the 1980 Commissioners Extended Term Mortality Table, Age Last Birthday
(1980 CET). Guaranteed cost of insurance rates for Policies issued on a
preferred basis are based on the 1980 Commissioners Standard Ordinary Mortality
Table, Age Last Birthday (1980 CSO). Guaranteed cost of insurance rates for
Policies issued on a substandard basis are based on appropriate percentage
multiples of the 1980 CSO. These mortality tables are sex distinct. In addition,
separate mortality tables will be used for standard and non-tobacco. For
Policies issued in Texas, guaranteed cost of insurance rates for
Standard-Simplified issues ("Special Class-Simplified" in Texas) are based on
130% of the 1980 Commissioners Standard Ordinary Mortality Table, Age Last
Birthday (1980 CSO).

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

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

- -Monthly Administrative Charge

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

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

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



                                       15
<PAGE>   19
                            HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

The Cash Value in each sub-account is converted to Accumulation Units of that
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) and subtracting (c) from the result where:

(a)      is the net of:

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

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

   
(b)      is the net of:

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

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

   
(c)      is a factor representing the daily Mortality and Expense Risk Charge
         deducted from the Variable Account. Such factor is equal to an annual
         rate of .80% of the daily Net Asset Value of the Variable Account.
    

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

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

VALUATION OF ASSETS

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

DETERMINING THE CONTRACT VALUE

   
The sum of the value of all Variable Account Accumulation Units attributable to
the Contract and amounts credited to the Fixed Account is the Contract 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 purchase
payment is received by the Company. If part or all of the Contract Value is
surrendered or changes or deductions are made against the Contract Value, an
appropriate number of Accumulation Units from the Variable Account and an
appropriate amount from the Fixed Account will be deducted in the same
proportion that the Contract Owner's interest in the Variable Account and the
Fixed Account bears to the total Contract Value.
    

                                       16
<PAGE>   20
The Cash Value in the Fixed Account and the Policy Loan Account is credited with
interest daily at an effective annual rate which the Company periodically
declares. The annual effective rate will never be less than 4%. Upon request,
the Company will inform the Policy Owner of the then applicable rates for each
account.

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

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

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

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

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

         2.  The minimum partial surrender is $500; and

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

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

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

MATURITY PROCEEDS

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

INCOME TAX WITHHOLDING

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

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

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


                                       17
<PAGE>   21
   
Participants should consult with the sponsor or the administrator of the plan,
and/or with their personal tax or legal advisers, to determine the tax
consequences, if any, of their employer-sponsored life insurance arrangements.
    

                                  POLICY LOANS

TAKING A POLICY LOAN

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

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

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST 

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

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

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

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

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

REPAYMENT 

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



                                       18
<PAGE>   22
                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

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

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

<TABLE>
<CAPTION>
                                 Male                          Female
         Issue               Non-Tobacco                    Non-Tobacco
          Age           Option 1      Option 2         Option 1      Option 2
<S>                     <C>           <C>              <C>           <C>    
          30            $85,779       $75,378          $99,541       $93,577
          35            $68,165       $61,559          $79,212       $76,497
          40            $54,111       $50,082          $63,070       $62,320
          45            $43,165       $40,605          $50,599       $50,633
          50            $34,675       $32,791          $40,824       $40,958
          55            $28,136       $26,852          $33,171       $32,949
          60            $23,176       $22,867          $27,141       $26,301
          65            $19,474       $19,474          $22,369       $22,168
</TABLE>

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

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

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

         The term "Applicable Percentage" means:

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

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

                    APPLICABLE PERCENTAGE OF CASH VALUE TABLE

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

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

          50            185%           70            115%           90            105%
          51            178%           71            113%           91            104%
          52            171%           72            111%           92            103%
</TABLE>

                                       19
<PAGE>   23
<TABLE>
<CAPTION>
        Attained    Percentage      Attained     Percentage      Attained     Percentage
          Age      of Cash Value      Age       of Cash Value      Age       of Cash Value
<S>                <C>              <C>         <C>              <C>         <C> 
          53            164%           73            109%           93            102%
          54            157%           74            107%           94            101%

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



- -Proceeds Payable on Death

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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

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

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

                          CHANGES OF INVESTMENT POLICY

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

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

                                  GRACE PERIOD

- -First Five Policy Years

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

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

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


                                       20
<PAGE>   24
If (1) is less than (2), a Grace Period of 61 days from the Monthly Anniversary
Day will be allowed for the payment of sufficient premium to satisfy the minimum
premium requirement. If sufficient premium is not paid by the end of the Grace
Period, the Policy will lapse. The Policy will be terminated with the return of
any available Cash Surrender Value. The Cash Surrender Value will be calculated
as of the beginning of the Grace Period. The Policy Owner may also elect in
writing to have the Policy placed on Extended Term Insurance.

- -Policy Years Six and After

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

- -All Policy Years

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

                                  REINSTATEMENT

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

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

2.       providing evidence of insurability satisfactory to the Company;

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

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

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

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

         (1) the Cash Value at the end of the Grace Period; or

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

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

                            THE FIXED ACCOUNT OPTION

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

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



                                       21
<PAGE>   25
                     CHANGES IN EXISTING INSURANCE COVERAGE

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

SPECIFIED AMOUNT INCREASES

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

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

         (2) satisfactory evidence of insurability must be provided;

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

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

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

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

SPECIFIED AMOUNT DECREASES

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

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

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

         (3) against insurance provided under the original application.

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

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

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

CHANGES IN THE DEATH BENEFIT OPTION

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

                             OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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


                                       22
<PAGE>   26
BENEFICIARY

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

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

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

ASSIGNMENT

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

INCONTESTABILITY

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

ERROR IN AGE OR SEX

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

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

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

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

SUICIDE

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

NONPARTICIPATING POLICIES

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

                              LEGAL CONSIDERATIONS

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



                                       23
<PAGE>   27
                          DISTRIBUTION OF THE POLICIES

The Policies will be sold by licensed insurance agents in those states where the
Policies may lawfully be sold. Such agents will be registered representatives of
broker dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. (NASD). The
Policies will be distributed by the General Distributor, Nationwide Financial
Services, Inc., a wholly-owned subsidiary of Nationwide Life Insurance Company.

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

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

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

                               CUSTODIAN OF ASSETS

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

                                   TAX MATTERS

POLICY PROCEEDS

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

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

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

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

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

                                       24
<PAGE>   28
   
Owner. If the failure to diversify is not corrected in this manner, the Policy
Owner will be deemed the owner of the underlying securities and taxed on the
earnings of his or her account.
    

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

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

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

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

TAXATION OF THE COMPANY

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

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

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

OTHER CONSIDERATIONS

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

                                   THE COMPANY

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

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

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

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



                                       25
<PAGE>   29
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. The Company shares employees with Nationwide
Mutual Insurance Company, Nationwide Life Insurance Company and Nationwide
Mutual Fire Insurance Company.

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

                               COMPANY MANAGEMENT

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

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

DIRECTORS OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Member, Investment Committee



                                       26
<PAGE>   30
(1)      Principal occupation for last five years.

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

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

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

EXECUTIVE OFFICERS OF THE COMPANY

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

Joseph J. Gasper          President and Chief Operating Officer
    

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

   
Robert A. Oakley          Executive Vice President - Chief Financial Officer

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

James E. Brock            Senior Vice President - Life Company Operations
    

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

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

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

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

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

                      OTHER CONTRACTS ISSUED BY THE COMPANY

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

                                STATE REGULATION

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




                                       27
<PAGE>   31
                            REPORTS TO POLICY OWNERS

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

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

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

                                   ADVERTISING

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

                                LEGAL PROCEEDINGS

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

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

                                     EXPERTS

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

                             REGISTRATION STATEMENT

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

                                 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.




                                       28
<PAGE>   32
                                   APPENDIX 1

                                 ILLUSTRATION OF
                                SURRENDER CHARGES

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

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

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

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

Reductions to Surrender Charges.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                       SURRENDER CHARGE                        SURRENDER CHARGE
       COMPLETED       AS A % OF INITIAL       COMPLETED       AS A % OF INITIAL
     POLICY YEARS      SURRENDER CHARGES      POLICY YEARS     SURRENDER CHARGES
- --------------------------------------------------------------------------------
<S>                    <C>                    <C>              <C>
          0                  100%                  5                  85%
- --------------------------------------------------------------------------------
          1                  100%                  6                  80%
- --------------------------------------------------------------------------------
          2                  100%                  7                  75%
- --------------------------------------------------------------------------------
          3                   95%                  8                  50%
- --------------------------------------------------------------------------------
          4                   90%                  9+                  0%
- --------------------------------------------------------------------------------
</TABLE> 

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

<TABLE>
<CAPTION>
              SURRENDER CHARGE                 SURRENDER CHARGE                 SURRENDER CHARGE
 COMPLETED    AS A % OF INITIAL   COMPLETED    AS A % OF INITIAL   COMPLETED    AS A % OF INITIAL
POLICY YEARS  SURRENDER CHARGES  POLICY YEARS  SURRENDER CHARGES  POLICY YEARS  SURRENDER CHARGES
<S>           <C>                <C>           <C>                <C>           <C>
     0              100%              5               83%             10               46%
     1               98%              6               75%             11               37%
     2               95%              7               70%             12               28%
     3               92%              8               65%             13               14%
     4               88%              9               55%             14+               0%
</TABLE>

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

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




                                       29
<PAGE>   33
                                   APPENDIX 2

                          ILLUSTRATIONS OF CASH VALUES,
                              CASH SURRENDER VALUES
                               AND DEATH BENEFITS

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

The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return. This is due
to the daily charges made against the assets of the sub-accounts for assuming
mortality and expense risks. The mortality and expense risk charges are
equivalent to an annual effective rate of .80% of the daily net asset value of
the Variable Account. In addition, the net investment returns also reflect the
deduction of Fund investment advisory fees and other expenses which are
equivalent to an annual effective rate of 0.70% of the daily net asset value of
the Variable Account.

Considering current charges for mortality and expense risks and Fund expenses,
gross annual rates of return of 0%, 6% and 12% correspond to net investment
experience at constant annual rates of -1.50%, 4.50% and 10.50%.

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

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

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




                                       30
<PAGE>   34
                             DEATH BENEFIT OPTION 1
                 $2,000 ANNUAL PREMIUM: $43,165 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                        0.00% HYPOTHETICAL        6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                      GROSS INVESTMENT RETURN   GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN

         ANNUAL                NET      NET              NET       NET                NET       NET 
        PREMIUMS      ACCUM   SURR     DEATH   ACCUM    SURR      DEATH    ACCUM     SURR      DEATH
YEAR  PAID   AT 5%    VALUE   VALUE   BENEFIT  VALUE    VALUE    BENEFIT   VALUE     VALUE    BENEFIT
<S>   <C>    <C>      <C>     <C>     <C>      <C>      <C>      <C>      <C>       <C>       <C>   
  1   2,000   2,100   1,671   1,189   43,165    1,776    1,294   43,165     1,882     1,400    43,165
     
  2   2,000   4,305   3,314   2,832   43,165    3,629    3,147   43,165     3,956     3,475    43,165
     
  3   2,000   6,620   4,930   4,448   43,165    5,561    5,080   43,165     6,244     5,763    43,165
     
  4   2,000   9,051   6,520   6,062   43,165    7,578    7,121   43,165     8,769     8,312    43,165
     
  5   2,000  11,604   8,081   7,647   43,165    9,682    9,248   43,165    11,555    11,122    43,165
     
  6       0  12,184   7,755   7,346   43,165    9,906    9,497   43,165    12,549    12,140    43,165
     
  7       0  12,793   7,421   7,036   43,165   10,130    9,745   43,165    13,639    13,254    43,165
     
  8       0  13,433   7,077   6,716   43,165   10,352    9,991   43,165    14,837    14,475    43,165
     
  9       0  14,105   6,724   6,483   43,165   10,573   10,332   43,165    16,153    15,913    43,165
     
 10       0  14,810   6,357   6,357   43,165   10,790   10,790   43,165    17,601    17,601    43,165
     
     
 15       0  18,901   4,293   4,293   43,165   11,788   11,788   43,165    27,419    27,419    43,165
     
 20       0  24,124   1,573   1,573   43,165   12,424   12,424   43,165    43,700    43,700    53,315
     
 25       0  30,788     (*)     (*)      (*)   12,121   12,121   43,165    69,987    69,987    81,185
     
 30       0  39,295     (*)     (*)      (*)    9,520    9,520   43,165   112,321   112,321   120,183
     
 35       0  50,151     (*)     (*)      (*)    1,656    1,656   43,165   181,129   181,129   190,185
</TABLE>
     
(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       31
<PAGE>   35
                             DEATH BENEFIT OPTION 1
                 $2,000 ANNUAL PREMIUM: $43,165 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                        0.00% HYPOTHETICAL        6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                      GROSS INVESTMENT RETURN   GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN

         ANNUAL                NET      NET               NET      NET                NET       NET 
        PREMIUMS      ACCUM   SURR     DEATH    ACCUM    SURR     DEATH    ACCUM     SURR      DEATH
YEAR  PAID   AT 5%    VALUE   VALUE   BENEFIT   VALUE    VALUE   BENEFIT   VALUE     VALUE    BENEFIT
<S>   <C>    <C>      <C>     <C>     <C>       <C>      <C>     <C>      <C>       <C>       <C>   
  1   2,000   2,100   1,578   1,096   43,165    1,680    1,199   43,165     1,783     1,302    43,165
      
  2   2,000   4,305   3,125   2,643   43,165    3,429    2,947   43,165     3,745     3,263    43,165
      
  3   2,000   6,620   4,642   4,160   43,165    5,248    4,766   43,165     5,904     5,422    43,165
      
  4   2,000   9,051   6,128   5,671   43,165    7,141    6,684   43,165     8,282     7,825    43,165
      
  5   2,000  11,604   7,584   7,151   43,165    9,114    8,680   43,165    10,906    10,472    43,165
      
  6       0  12,184   7,145   6,735   43,165    9,192    8,783   43,165    11,713    11,304    43,165
      
  7       0  12,793   6,687   6,302   43,165    9,253    8,868   43,165    12,590    12,204    43,165
      
  8       0  13,433   6,207   5,846   43,165    9,293    8,931   43,165    13,542    13,180    43,165
      
  9       0  14,105   5,700   5,459   43,165    9,306    9,065   43,165    14,575    14,334    43,165
      
 10       0  14,810   5,162   5,162   43,165    9,288    9,288   43,165    15,698    15,698    43,165
      
      
 15       0  18,901   1,838   1,838   43,165    8,541    8,541   43,165    23,071    23,071    43,165
      
 20       0  24,124     (*)     (*)      (*)    5,812    5,812   43,165    35,129    35,129    43,165
      
 25       0  30,788     (*)     (*)      (*)      (*)      (*)      (*)    55,050    55,050    63,858
      
 30       0  39,295     (*)     (*)      (*)      (*)      (*)      (*)    86,609    86,609    92,671
      
 35       0  50,151     (*)     (*)      (*)      (*)      (*)      (*)   137,483   137,483   144,357
</TABLE>
     
(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       32
<PAGE>   36
                             DEATH BENEFIT OPTION 2
                 $2,000 ANNUAL PREMIUM: $40,605 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                        0.00% HYPOTHETICAL         6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                      GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                                              
          ANNUAL               NET      NET               NET       NET                NET       NET 
         PREMIUMS     ACCUM   SURR     DEATH    ACCUM    SURR      DEATH    ACCUM     SURR      DEATH
YEAR  PAID    AT 5%   VALUE   VALUE   BENEFIT   VALUE    VALUE    BENEFIT   VALUE     VALUE    BENEFIT
<S>   <C>    <C>      <C>     <C>     <C>      <C>      <C>       <C>      <C>       <C>       <C>   
  1   2,000    2,100   1,673   1,220  42,278     1,778    1,325    42,384    1,884     1,431    42,489
                                                                
  2   2,000    4,305   3,314   2,861  43,919     3,628    3,175    44,233    3,954     3,501    44,560
                                                                
  3   2,000    6,620   4,921   4,468  45,526     5,550    5,097    46,155    6,230     5,777    46,835
                                                                
  4   2,000    9,051   6,496   6,066  47,102     7,548    7,118    48,154    8,731     8,301    49,337
                                                                
  5   2,000   11,604   8,036   7,628  48,641     9,623    9,215    50,228   11,478    11,071    52,084
                                                                
  6   2,000   14,284   9,541   9,156  50,146    11,777   11,392    52,382   14,497    14,112    55,102
                                                                
  7   2,000   17,098  11,010  10,647  51,615    14,012   13,650    54,617   17,813    17,451    58,419
                                                                
  8   2,000   20,053  12,442  12,102  53,047    16,331   15,991    56,936   21,457    21,117    62,062
                                                                
  9   2,000   23,156  13,838  13,612  54,444    18,737   18,511    59,343   25,461    25,234    66,066
                                                                
 10   2,000   26,414  15,195  15,195  55,801    21,231   21,231    61,836   29,859    29,859    70,465
                                                                
                                                                
 15   2,000   45,315  21,582  21,582  62,187    35,358   35,358    75,964   59,598    59,598   100,203
                                                                
 20   2,000   69,439  26,779  26,779  67,385    52,067   52,067    92,672  107,276   107,276   147,882
                                                               
 25   2,000  100,227  30,327  30,327  70,932    71,359   71,359   111,964  183,588   183,588   224,194
                                              
 30   2,000  139,522  31,312  31,312  71,917    92,666   92,666   133,272  305,356   305,356   345,961
                                              
 35   2,000  189,673  28,568  28,568  69,173   114,920  114,920   155,526  499,671   499,671   540,277
</TABLE>
                                             
(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       33
<PAGE>   37
                             DEATH BENEFIT OPTION 2
                 $2,000 ANNUAL PREMIUM: $40,605 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: SIMPLIFIED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                        0.00% HYPOTHETICAL         6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                      GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                                              
          ANNUAL               NET      NET              NET        NET                NET       NET 
         PREMIUMS     ACCUM   SURR     DEATH   ACCUM    SURR       DEATH    ACCUM     SURR      DEATH
YEAR  PAID    AT 5%   VALUE   VALUE   BENEFIT  VALUE    VALUE     BENEFIT   VALUE     VALUE    BENEFIT
<S>   <C>    <C>      <C>     <C>     <C>      <C>      <C>       <C>      <C>       <C>       <C>   
  1   2,000    2,100   1,582   1,129  42,187    1,684    1,231     42,289    1,787     1,334    42,392
     
  2   2,000    4,305   3,125   2,672  43,731    3,428    2,975     44,033    3,743     3,289    44,348
     
  3   2,000    6,620   4,630   4,177  45,235    5,232    4,779     45,837    5,884     5,431    46,489
     
  4   2,000    9,051   6,095   5,665  46,701    7,099    6,668     47,704    8,228     7,798    48,833
     
  5   2,000   11,604   7,520   7,112  48,125    9,028    8,620     49,633   10,794    10,386    51,400
     
  6   2,000   14,284   8,902   8,516  49,507   11,021   10,636     51,626   13,603    13,218    54,208
     
  7   2,000   17,098  10,238   9,876  50,843   13,076   12,714     53,681   16,676    16,313    57,281
     
  8   2,000   20,053  11,526  11,187  52,132   15,193   14,853     55,799   20,036    19,697    60,642
     
  9   2,000   23,156  12,763  12,536  53,368   17,370   17,144     57,975   23,709    23,483    64,315
    
 10   2,000   26,414  13,944  13,944  54,550   19,606   19,606     60,211   27,723    27,723    68,328


 15   2,000   45,315  18,921  18,921  59,526   31,610   31,610     72,215   54,111    54,111    94,716

 20   2,000   69,439  21,873  21,873  62,479   44,610   44,610     85,215   95,085    95,085   135,690

 25   2,000  100,227  21,755  21,755  62,360   57,469   57,469     98,075  158,326   158,326   198,931

 30   2,000  139,522  16,799  16,799  57,404   67,891   67,891    108,497  255,411   255,411   296,016

 35   2,000  189,673   4,017   4,017  44,622   71,414   71,414    112,019  403,362   403,362   443,967
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       34
<PAGE>   38
                             DEATH BENEFIT OPTION 1
                $5,000 ANNUAL PREMIUM: $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                        GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                                              
          ANNUAL                NET        NET              NET        NET                NET       NET 
         PREMIUMS      ACCUM    SURR      DEATH    ACCUM    SURR      DEATH    ACCUM     SURR      DEATH
YEAR  PAID    AT 5%    VALUE    VALUE    BENEFIT   VALUE    VALUE    BENEFIT   VALUE     VALUE    BENEFIT
<S>   <C>    <C>       <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>      <C>   
  1   5,000    5,250    4,298    3,025   114,019    4,565    3,293   114,019     4,833     3,561   114,019

  2   5,000   10,763    8,526    7,254   114,019    9,328    8,055   114,019    10,162     8,889   114,019

  3   5,000   16,551   12,684   11,412   114,019   14,295   13,023   114,019    16,037    14,765   114,019

  4   5,000   22,628   16,775   15,566   114,019   19,480   18,272   114,019    22,522    21,313   114,019

  5   5,000   29,010   20,793   19,648   114,019   24,888   23,742   114,019    29,675    28,530   114,019

  6       0   30,460   20,097   19,016   114,019   25,607   24,525   114,019    32,370    31,288   114,019

  7       0   31,983   19,382   18,364   114,019   26,334   25,316   114,019    35,329    34,311   114,019

  8       0   33,582   18,644   17,690   114,019   27,068   26,114   114,019    38,581    37,626   114,019

  9       0   35,261   17,886   17,250   114,019   27,811   27,175   114,019    42,160    41,523   114,019

 10       0   37,024   17,098   17,098   114,019   28,555   28,555   114,019    46,097    46,097   114,019


 15       0   47,254   12,658   12,658   114,019   32,294   32,294   114,019    72,813    72,813   114,019

 20       0   60,309    6,803    6,803   114,019   35,667   35,667   114,019   117,021   117,021   142,765

 25       0   76,971      (*)      (*)       (*)   37,655   37,655   114,019   188,506   188,506   218,667

 30       0   98,237      (*)      (*)       (*)   35,905   35,905   114,019   303,905   303,905   325,179

 35       0  125,378      (*)      (*)       (*)   25,759   25,759   114,019   491,641   491,641   516,223
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       35
<PAGE>   39
                             DEATH BENEFIT OPTION 1
                $5,000 ANNUAL PREMIUM: $114,019 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL          6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                        GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                                              
          ANNUAL                NET        NET              NET        NET                 NET      NET 
         PREMIUMS      ACCUM    SURR      DEATH    ACCUM    SURR      DEATH     ACCUM     SURR     DEATH
YEAR  PAID    AT 5%    VALUE    VALUE    BENEFIT   VALUE    VALUE    BENEFIT    VALUE     VALUE   BENEFIT
<S>   <C>    <C>       <C>      <C>      <C>       <C>      <C>      <C>       <C>       <C>      <C>   
  1   5,000    5,250    4,165    2,893   114,019    4,429    3,156   114,019     4,692     3,420   114,019

  2   5,000   10,763    8,254    6,981   114,019    9,039    7,767   114,019     9,857     8,584   114,019

  3   5,000   16,551   12,266   10,994   114,019   13,841   12,569   114,019    15,545    14,273   114,019

  4   5,000   22,628   16,203   14,994   114,019   18,844   17,635   114,019    21,814    20,605   114,019

  5   5,000   29,010   20,065   18,920   114,019   24,057   22,912   114,019    28,728    27,583   114,019

  6       0   30,460   19,197   18,115   114,019   24,557   23,476   114,019    31,147    30,065   114,019

  7       0   31,983   18,292   17,274   114,019   25,039   24,022   114,019    33,788    32,770   114,019

  8       0   33,582   17,344   16,390   114,019   25,496   24,542   114,019    36,673    35,719   114,019

  9       0   35,261   16,344   15,708   114,019   25,920   25,284   114,019    39,826    39,190   114,019

 10       0   37,024   15,285   15,285   114,019   26,302   26,302   114,019    43,276    43,276   114,019


 15       0   47,254    8,778    8,778   114,019   27,287   27,287   114,019    66,314    66,314   114,019

 20       0   60,309      (*)      (*)       (*)   25,345   25,345   114,019   104,483   104,483   127,470

 25       0   76,971      (*)      (*)       (*)   16,770   16,770   114,019   166,137   166,137   192,719

 30       0   98,237      (*)      (*)       (*)      (*)      (*)       (*)   264,541   264,541   283,058

 35       0  125,378      (*)      (*)       (*)      (*)      (*)       (*)   423,713   423,713   444,899
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       36
<PAGE>   40
                             DEATH BENEFIT OPTION 2
                $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL          6.00% HYPOTHETICAL           12.00% HYPOTHETICAL
                        GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                NET        NET              NET        NET                   NET       NET 
         PREMIUMS      ACCUM    SURR      DEATH    ACCUM    SURR      DEATH      ACCUM      SURR      DEATH
YEAR  PAID    AT 5%    VALUE    VALUE    BENEFIT   VALUE    VALUE    BENEFIT     VALUE      VALUE    BENEFIT
<S>   <C>    <C>       <C>      <C>      <C>       <C>      <C>      <C>      <C>        <C>        <C>   
  1   5,000    5,250    4,313    3,157   107,834    4,580    3,425   108,101      4,848      3,693    108,369
                                                                                                    
  2   5,000   10,763    8,545    7,390   112,066    9,347    8,192   112,868     10,180      9,025    113,702
                                                                                                    
  3   5,000   16,551   12,696   11,541   116,217   14,305   13,149   117,826     16,043     14,888    119,565
                                                                                                    
  4   5,000   22,628   16,767   15,669   120,288   19,463   18,366   122,984     22,493     21,396    126,015
                                                                                                    
  5   5,000   29,010   20,750   19,711   124,272   24,822   23,782   128,343     29,582     28,542    133,103
                                                                                                    
  6   5,000   35,710   24,650   23,668   128,171   30,393   29,411   133,914     37,376     36,394    140,898
                                                                                                    
  7   5,000   42,746   28,462   27,538   131,984   36,180   35,256   139,701     45,945     45,021    149,467
                                                                                                    
  8   5,000   50,133   32,186   31,319   135,707   42,190   41,323   145,711     55,366     54,500    158,887
                                                                                                    
  9   5,000   57,889   35,822   35,245   139,344   48,433   47,856   151,954     65,727     65,150    169,249
                                                                                                    
 10   5,000   66,034   39,365   39,365   142,886   54,912   54,912   158,433     77,117     77,117    180,638
                                                                                                    
                                                                                                    
 15   5,000  113,287   56,148   56,148   159,669   91,733   91,733   195,254    154,255    154,255    257,776
                                                                                                    
 20   5,000  173,596   70,150   70,150   173,671   135,657  135,657  239,179    278,346    278,346    381,867
                                                                                                    
 25   5,000  250,567   80,391   80,391   183,912   187,059  187,059  290,580    477,700    477,700    581,221
                                                                                                    
 30   5,000  348,804   84,916   84,916   188,437   245,176  245,176  348,697    797,182    797,182    900,704
                                                                                                    
 35   5,000  474,182   81,221   81,221   184,742   308,270  308,270  411,791  1,309,263  1,309,263  1,412,784
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       37
<PAGE>   41
                             DEATH BENEFIT OPTION 2
                $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL          6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                        GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                NET        NET               NET         NET                    NET        NET 
         PREMIUMS      ACCUM    SURR      DEATH     ACCUM    SURR       DEATH      ACCUM       SURR       DEATH
YEAR  PAID    AT 5%    VALUE    VALUE    BENEFIT    VALUE    VALUE     BENEFIT     VALUE       VALUE     BENEFIT
<S>   <C>    <C>       <C>      <C>      <C>       <C>       <C>       <C>       <C>         <C>         <C>   
  1   5,000    5,250    4,186    3,031   107,707     4,450     3,294   107,971       4,713       3,558     108,235

  2   5,000   10,763    8,281    7,126   111,803     9,067     7,911   112,588       9,884       8,728     113,405

  3   5,000   16,551   12,285   11,130   115,806    13,856    12,701   117,377      15,555      14,400     119,077

  4   5,000   22,628   16,195   15,098   119,716    18,823    17,725   122,344      21,778      20,680     125,299

  5   5,000   29,010   20,010   18,970   123,531    23,971    22,931   127,492      28,603      27,564     132,125

  6   5,000   35,710   23,726   22,744   127,247    29,303    28,321   132,824      36,090      35,108     139,611

  7   5,000   42,746   27,339   26,415   130,860    34,821    33,897   138,343      44,299      43,375     147,820

  8   5,000   50,133   30,842   29,975   134,363    40,527    39,660   144,048      53,298      52,431     156,819

  9   5,000   57,889   34,229   33,651   137,750    46,418    45,841   149,939      63,158      62,581     166,680

 10   5,000   66,034   37,495   37,495   141,016    52,497    52,497   156,018      73,963      73,963     177,484


 15   5,000  113,287   51,792   51,792   155,313    85,710    85,710   189,231     145,608     145,608     249,129

 20   5,000  173,596   61,807   61,807   165,328   123,228   123,228   226,749     258,515     258,515     362,037

 25   5,000  250,567   65,529   65,529   169,050   163,419   163,419   266,940     435,826     435,826     539,347

 30   5,000  348,804   59,582   59,582   163,103   202,566   202,566   306,087     713,500     713,500     817,021

 35   5,000  474,182   38,307   38,307   141,828   233,039   233,039   336,560   1,146,772   1,146,772   1,250,293
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       38
<PAGE>   42
                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $301,625 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL          6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                        GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                NET        NET               NET         NET                    NET        NET 
         PREMIUMS      ACCUM    SURR      DEATH     ACCUM    SURR       DEATH      ACCUM       SURR       DEATH
YEAR  PAID    AT 5%    VALUE    VALUE    BENEFIT    VALUE    VALUE     BENEFIT     VALUE       VALUE     BENEFIT
<S>   <C>     <C>      <C>      <C>      <C>       <C>       <C>       <C>       <C>         <C>         <C>   
  1   20,000   21,000   17,246  12,639   301,625    18,318    13,711   301,625      19,392      14,784     301,625
             
  2   20,000   43,050   34,218  29,611   301,625    37,437    32,830   301,625      40,785      36,178     301,625
             
  3   20,000   66,203   50,937  46,329   301,625    57,415    52,807   301,625      64,419      59,812     301,625
             
  4   20,000   90,513   67,401  63,024   301,625    78,293    73,916   301,625      90,540      86,163     301,625
             
  5   20,000  116,038   83,596  79,449   301,625   100,104    95,958   301,625     119,413     115,266     301,625
             
  6        0  121,840   80,906  76,989   301,625   103,165    99,249   301,625     130,500     126,583     301,625
             
  7        0  127,932   78,117  74,431   301,625   106,271   102,585   301,625     142,715     139,029     301,625
             
  8        0  134,329   75,201  71,746   301,625   109,404   105,948   301,625     156,179     152,723     301,625
             
  9        0  141,045   72,145  69,841   301,625   112,561   110,257   301,625     171,043     168,739     301,625
             
 10        0  148,097   68,954  68,954   301,625   115,755   115,755   301,625     187,493     187,493     301,625
             
             
 15        0  189,014   49,393  49,393   301,625   131,395   131,395   301,625     300,823     300,823     348,954
             
 20        0  241,235   19,138  19,138   301,625   144,329   144,329   301,625     486,304     486,304     520,345
             
 25        0  307,884      (*)     (*)       (*)   150,363   150,363   301,625     788,319     788,319     827,735
             
 30        0  392,947      (*)     (*)       (*)   140,942   140,942   301,625   1,271,902   1,271,902   1,335,497
             
 35        0  501,511      (*)     (*)       (*)    91,006    91,006   301,625   2,036,854   2,036,854   2,138,697
</TABLE>    

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       39
<PAGE>   43
                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $301,625 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                          0.00% HYPOTHETICAL          6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                        GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                 NET        NET               NET       NET                    NET        NET 
         PREMIUMS       ACCUM    SURR      DEATH     ACCUM   SURR      DEATH      ACCUM       SURR       DEATH
YEAR  PAID    AT 5%     VALUE    VALUE    BENEFIT    VALUE   VALUE    BENEFIT     VALUE       VALUE     BENEFIT
<S>   <C>     <C>       <C>      <C>      <C>       <C>      <C>      <C>       <C>         <C>         <C>   
  1   20,000   21,000   16,107   11,499   301,625   17,145   12,537   301,625      18,184      13,577     301,625
 
  2   20,000   43,050   31,880   27,273   301,625   34,965   30,358   301,625      38,177      33,570     301,625
 
  3   20,000   66,203   47,335   42,728   301,625   53,516   48,908   301,625      60,208      55,601     301,625
 
  4   20,000   90,513   62,478   58,101   301,625   72,847   68,470   301,625      84,527      80,150     301,625
 
  5   20,000  116,038   77,313   73,166   301,625   93,015   88,869   301,625     111,425     107,279     301,625
 
  6        0  121,840   73,076   69,159   301,625   94,193   90,277   301,625     120,222     116,306     301,625
 
  7        0  127,932   68,523   64,837   301,625   95,142   91,456   301,625     129,796     126,110     301,625
 
  8        0  134,329   63,592   60,137   301,625   95,804   92,348   301,625     140,230     136,774     301,625
 
  9        0  141,045   58,215   55,911   301,625   96,119   93,815   301,625     151,628     149,325     301,625
 
 10        0  148,097   52,319   52,319   301,625   96,021   96,021   301,625     164,123     164,123     301,625
 
 
 15        0  189,014   12,046   12,046   301,625   86,589   86,589   301,625     250,337     250,337     301,625
 
 20        0  241,235      (*)      (*)       (*)   47,333   47,333   301,625     398,663     398,663     426,569
 
 25        0  307,884      (*)      (*)       (*)      (*)      (*)       (*)     638,828     638,828     670,769
 
 30        0  392,947      (*)      (*)       (*)      (*)      (*)       (*)   1,011,794   1,011,794   1,062,384
 
 35        0  501,511      (*)      (*)       (*)      (*)      (*)       (*)   1,573,016   1,573,016   1,651,667
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       40
<PAGE>   44
                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $271,462 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                               0.00% HYPOTHETICAL                6.00% HYPOTHETICAL                 12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                                                                                
           ANNUAL                      NET      NET                    NET          NET                    NET          NET 
          PREMIUMS         ACCUM      SURR     DEATH       ACCUM      SURR         DEATH       ACCUM       SURR        DEATH
YEAR   PAID      AT 5%     VALUE      VALUE   BENEFIT      VALUE      VALUE       BENEFIT      VALUE       VALUE      BENEFIT
<S>   <C>     <C>         <C>       <C>       <C>       <C>         <C>         <C>         <C>         <C>         <C>
  1   20,000     21,000    17,298    13,151   288,760      18,370      14,223     289,832      19,442      15,296     290,904

  2   20,000     43,050    34,246    30,099   305,708      37,457      33,310     308,919      40,796      36,650     312,258

  3   20,000     66,203    50,855    46,709   322,317      57,299      53,153     328,761      64,265      60,118     335,727

  4   20,000     90,513    67,116    63,176   338,578      77,914      73,975     349,376      90,050      86,111     361,512

  5   20,000    116,038    82,994    79,262   354,456      99,296      95,564     370,758     118,353     114,621     389,815

  6   20,000    142,840    98,503    94,979   369,965     121,487     117,963     392,949     149,439     145,914     420,901

  7   20,000    170,982   113,634   110,317   385,096     144,508     141,191     415,970     183,581     180,264     455,043

  8   20,000    200,531   128,361   125,251   399,823     168,362     165,252     439,824     221,062     217,952     492,524

  9   20,000    231,558   142,677   140,604   414,139     193,075     191,002     464,537     262,215     260,141     533,677

 10   20,000    264,136   156,599   156,599   428,061     218,694     218,694     490,156     307,428     307,428     578,890


 15   20,000    453,150   220,839   220,839   492,301     362,421     362,421     633,883     611,568     611,568     883,030

 20   20,000    694,385   269,646   269,646   541,108     528,498     528,498     799,960   1,094,741   1,094,741   1,366,203

 25   20,000  1,002,269   297,796   297,796   569,258     715,032     715,032     986,494   1,862,319   1,862,319   2,133,781

 30   20,000  1,395,216   298,297   298,297   569,759     917,183     917,183   1,188,645   3,083,762   3,083,762   3,355,224

 35   20,000  1,896,726   258,982   258,982   530,444   1,122,561   1,122,561   1,394,023   5,029,049   5,029,049   5,300,511
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       41
<PAGE>   45
                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $271,462 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 55

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0.00% HYPOTHETICAL            6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                           GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                     NET        NET                 NET       NET                    NET         NET 
         PREMIUMS         ACCUM     SURR       DEATH     ACCUM     SURR      DEATH      ACCUM       SURR        DEATH
YEAR   PAID     AT 5%     VALUE     VALUE     BENEFIT    VALUE     VALUE    BENEFIT     VALUE       VALUE      BENEFIT
<S>   <C>     <C>         <C>       <C>       <C>       <C>        <C>      <C>       <C>         <C>         <C>   
  1   20,000     21,000    16,210    12,063   287,672    17,247    13,100   288,709      18,285      14,139     289,747

  2   20,000     43,050    31,952    27,805   303,414    35,022    30,876   306,484      38,219      34,072     309,681

  3   20,000     66,203    47,218    43,071   318,680    53,335    49,189   324,797      59,956      55,809     331,418

  4   20,000     90,513    61,989    58,049   333,451    72,181    68,242   343,643      83,654      79,715     355,116

  5   20,000    116,038    76,238    72,506   347,700    91,550    87,818   363,012     109,481     105,749     380,943

  6   20,000    142,840    89,938    86,414   361,400   111,428   107,903   382,890     137,619     134,095     409,081

  7   20,000    170,982   103,059    99,742   374,521   131,797   128,480   403,259     168,266     164,949     439,728

  8   20,000    200,531   115,551   112,441   387,013   152,620   149,510   424,082     201,620     198,510     473,082

  9   20,000    231,558   127,364   125,291   398,827   173,857   171,783   445,319     237,898     235,825     509,360

 10   20,000    264,136   138,455   138,455   409,917   195,468   195,468   466,930     277,344     277,344     548,806


 15   20,000    453,150   181,584   181,584   453,046   307,734   307,734   579,196     532,612     532,612     804,074

 20   20,000    694,385   196,954   196,954   468,416   418,925   418,925   690,387     917,807     917,807   1,189,269

 25   20,000  1,002,269   169,899   169,899   441,361   509,435   509,435   780,897   1,493,080   1,493,080   1,764,542

 30   20,000  1,395,216    81,828    81,828   353,290   549,586   549,586   821,048   2,351,116   2,351,116   2,622,578

 35   20,000  1,896,726       (*)       (*)       (*)   486,060   486,060   757,522   3,623,823   3,623,823   3,895,285
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       42
<PAGE>   46
                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $205,135 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0.00% HYPOTHETICAL            6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                           GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                  NET       NET                 NET       NET                    NET         NET 
         PREMIUMS       ACCUM    SURR      DEATH     ACCUM     SURR      DEATH      ACCUM       SURR        DEATH
YEAR   PAID     AT 5%   VALUE    VALUE    BENEFIT    VALUE     VALUE    BENEFIT     VALUE       VALUE      BENEFIT
<S>   <C>     <C>       <C>      <C>      <C>       <C>       <C>       <C>       <C>         <C>         <C>   
  1   20,000   21,000   16,645   11,758   205,135    17,701    12,814   205,135      18,758      13,871     205,135

  2   20,000   43,050   33,017   28,131   205,135    36,177    31,290   205,135      39,465      34,578     205,135

  3   20,000   66,203   49,143   44,256   205,135    55,501    50,614   205,135      62,382      57,496     205,135

  4   20,000   90,513   65,029   60,387   205,135    75,738    71,096   205,135      87,796      83,154     205,135

  5   20,000  116,038   80,710   76,312   205,135    96,991    92,593   205,135     116,069     111,671     205,135

  6        0  121,840   77,395   73,241   205,135    99,418    95,265   205,135     126,538     122,385     205,135

  7        0  127,932   73,834   69,925   205,135   101,795    97,885   205,135     138,136     134,227     205,135

  8        0  134,329   70,003   66,338   205,135   104,116   100,452   205,135     151,043     147,378     205,135

  9        0  141,045   65,862   63,418   205,135   106,373   103,930   205,135     165,468     163,025     205,135

 10        0  148,097   61,348   61,348   205,135   108,539   108,539   205,135     181,661     181,661     205,135


 15        0  189,014   30,920   30,920   205,135   117,386   117,386   205,135     293,969     293,969     308,667

 20        0  241,235      (*)      (*)       (*)   120,208   120,208   205,135     474,058     474,058     497,761

 25        0  307,884      (*)      (*)       (*)   107,590   107,590   205,135     758,927     758,927     796,873

 30        0  392,947      (*)      (*)       (*)    47,357    47,357   205,135   1,218,524   1,218,524   1,230,709
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       43
<PAGE>   47
                             DEATH BENEFIT OPTION 1
                $20,000 ANNUAL PREMIUM: $205,135 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                           0.00% HYPOTHETICAL           6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                         GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                  NET       NET               NET       NET                 NET       NET 
         PREMIUMS       ACCUM    SURR      DEATH     ACCUM   SURR      DEATH     ACCUM     SURR      DEATH
YEAR   PAID     AT 5%   VALUE    VALUE    BENEFIT    VALUE   VALUE    BENEFIT    VALUE     VALUE    BENEFIT
<S>   <C>     <C>       <C>      <C>      <C>       <C>      <C>      <C>       <C>       <C>       <C>   
  1   20,000   21,000   14,230    9,343   205,135   15,214   10,328   205,135    16,202    11,315   205,135

  2   20,000   43,050   28,144   23,257   205,135   31,031   26,145   205,135    34,044    29,157   205,135

  3   20,000   66,203   41,777   36,891   205,135   47,543   42,656   205,135    53,805    48,918   205,135

  4   20,000   90,513   55,164   50,522   205,135   64,856   60,214   205,135    75,819    71,177   205,135

  5   20,000  116,038   68,334   63,937   205,135   83,094   78,697   205,135   100,492    96,094   205,135

  6        0  121,840   62,097   57,943   205,135   82,032   77,879   205,135   106,803   102,650   205,135

  7        0  127,932   55,116   51,207   205,135   80,353   76,444   205,135   113,610   109,701   205,135

  8        0  134,329   47,214   43,549   205,135   77,903   74,238   205,135   120,984   117,319   205,135

  9        0  141,045   38,178   35,734   205,135   74,497   72,054   205,135   129,034   126,590   205,135

 10        0  148,097   27,769   27,769   205,135   69,925   69,925   205,135   137,916   137,916   205,135


 15        0  189,014      (*)      (*)       (*)   18,507   18,507   205,135   205,673   205,673   215,956

 20        0  241,235      (*)      (*)       (*)      (*)      (*)       (*)   325,362   325,362   341,630

 25        0  307,884      (*)      (*)       (*)      (*)      (*)       (*)   505,449   505,449   530,722

 30        0  392,947      (*)      (*)       (*)      (*)      (*)       (*)   791,368   791,368   799,282
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       44
<PAGE>   48
                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $194,739 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                 CURRENT VALUES

<TABLE>
<CAPTION>
                             0.00% HYPOTHETICAL            6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                           GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                     NET        NET                NET        NET                   NET         NET 
         PREMIUMS         ACCUM     SURR       DEATH     ACCUM    SURR       DEATH     ACCUM       SURR        DEATH
YEAR   PAID     AT 5%     VALUE     VALUE     BENEFIT    VALUE    VALUE     BENEFIT    VALUE       VALUE      BENEFIT
<S>   <C>     <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>         <C>   
  1   20,000     21,000    16,573    11,934   211,311    17,621    12,983   212,360      18,671      14,032     213,410

  2   20,000     43,050    32,689    28,050   227,427    35,805    31,166   230,544      39,048      34,409     233,787

  3   20,000     66,203    48,339    43,700   243,077    54,560    49,922   249,299      61,291      56,652     256,030

  4   20,000     90,513    63,488    59,081   258,226    73,868    69,461   268,607      85,547      81,141     280,286

  5   20,000    116,038    78,126    73,951   272,865    93,736    89,561   288,475     112,008     107,833     306,747

  6   20,000    142,840    92,247    88,304   286,985   114,173   110,230   308,912     140,884     136,941     335,623

  7   20,000    170,982   105,798   102,087   300,537   135,144   131,433   329,883     172,364     168,652     367,102

  8   20,000    200,531   118,773   115,294   313,512   156,656   153,177   351,395     206,698     203,219     401,436

  9   20,000    231,558   131,149   128,829   325,887   178,700   176,381   373,439     244,149     241,830     438,888

 10   20,000    264,136   142,874   142,874   337,613   201,240   201,240   395,978     284,977     284,977     479,716


 15   20,000    453,150   192,576   192,576   387,315   322,885   322,885   517,624     554,333     554,333     749,071

 20   20,000    694,385   220,318   220,318   415,057   452,791   452,791   647,530     970,524     970,524   1,165,262

 25   20,000  1,002,269   217,526   217,526   412,265   581,357   581,357   776,096   1,613,629   1,613,629   1,808,368

 30   20,000  1,395,216   173,599   173,599   368,338   693,275   693,275   888,014   2,610,356   2,610,356   2,805,095
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       45
<PAGE>   49
                             DEATH BENEFIT OPTION 2
                $20,000 ANNUAL PREMIUM: $194,739 SPECIFIED AMOUNT
                   MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 65

                                GUARANTEED VALUES

<TABLE>
<CAPTION>
                             0.00% HYPOTHETICAL            6.00% HYPOTHETICAL              12.00% HYPOTHETICAL
                           GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN
                                                                                
          ANNUAL                     NET        NET                NET        NET                   NET         NET 
         PREMIUMS         ACCUM     SURR       DEATH     ACCUM    SURR       DEATH     ACCUM       SURR        DEATH
YEAR   PAID     AT 5%     VALUE     VALUE     BENEFIT    VALUE    VALUE     BENEFIT    VALUE       VALUE      BENEFIT
<S>   <C>     <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>         <C>   
  1   20,000     21,000    14,089     9,450   208,828    15,058    10,419   209,797      16,030      11,391     210,768

  2   20,000     43,050    27,502    22,863   222,240    30,300    25,661   225,039      33,219      28,580     227,957

  3   20,000     66,203    40,213    35,574   234,951    45,698    41,060   240,437      51,650      47,012     246,389

  4   20,000     90,513    52,188    47,781   246,926    61,213    56,807   255,952      71,405      66,999     266,144

  5   20,000    116,038    63,376    59,201   258,115    76,787    72,612   271,526      92,556      88,381     287,294

  6   20,000    142,840    73,708    69,765   268,447    92,338    88,395   287,077     115,158     111,215     309,897

  7   20,000    170,982    83,097    79,386   277,835   107,761   104,050   302,500     139,256     135,545     333,995

  8   20,000    200,531    91,429    87,949   286,167   122,921   119,442   317,659     164,871     161,392     359,609

  9   20,000    231,558    98,595    96,275   293,333   137,676   135,356   332,414     192,025     189,705     386,763

 10   20,000    264,136   104,503   104,503   299,242   151,896   151,896   346,635     220,762     220,762     415,500


 15   20,000    453,150   113,030   113,030   307,768   211,043   211,043   405,782     391,195     391,195     585,933

 20   20,000    694,385    75,773    75,773   270,511   232,666   232,666   427,405     610,524     610,524     805,263

 25   20,000  1,002,269       (*)       (*)       (*)   178,177   178,177   372,915     875,543     875,543   1,070,282

 30   20,000  1,395,216       (*)       (*)       (*)       (*)       (*)       (*)   1,181,544   1,181,544   1,376,283
</TABLE>

(1)      ASSUMES NO POLICY LOANS HAVE BEEN MADE.

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

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

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

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




                                       46
<PAGE>   50

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

                          Independent Auditors' Report

The Board of Directors and Contract Owners of
     Nationwide VL Separate Account-A (formerly Financial Horizons VL Separate 
Account-1)
     Nationwide Life and Annuity Insurance Company (formerly Financial Horizons 
Life Insurance Company)

     We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VL Separate Account-A (formerly Financial
Horizons VL Separate Account-1) as of December 31, 1995, and the related
statements of operations and changes in contract owners' equity and schedules of
changes in unit value for each of the years in the three year period then ended.
These financial statements and schedules of changes in unit value are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules of changes in unit value
based on our audits.

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

     In our opinion, the financial statements and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VL Separate Account-A (formerly Financial Horizons VL
Separate Account-1) as of December 31, 1995, and the results of its operations
and its changes in contract owners' equity and the schedules of changes in unit
value for each of the years in the three year period then ended in conformity
with generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP

Columbus, Ohio
February 6, 1996


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

                                       
<PAGE>   2
- --------------------------------------------------------------------------------
                        NATIONWIDE VL SEPARATE ACCOUNT-A
              (formerly Financial Horizons VL Separate Account-1)
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
                               December 31, 1995

<TABLE>
<S>                                                      <C>    
ASSETS:
Investments at market value:
Fidelity VIP - Growth Portfolio (FidGro)
     1,203 shares (cost $27,185)                        $ 35,127
Nationwide SAT - Capital Appreciation Fund (NWCapApp)
     85 shares (cost $930)                                 1,145
Nationwide SAT - Government Bond Fund (NWGvtBd)
     1,282 shares (cost $13,566)                          14,562
Nationwide SAT - Money Market Fund (NWMyMkt)
     1,941 shares (cost $1,941)                            1,941
Nationwide SAT - Total Return Fund (NWTotRet)
     960 shares (cost $9,900)                             11,079
Neuberger & Berman - Balanced Portfolio (NBBal)
     682 shares (cost $10,265)                            11,942
TCI Portfolios - TCI Advantage (TCIAdv)
     56,330 shares (cost $285,447)                       348,683
                                                        --------
          Total investments                              424,479
Accounts receivable                                          294
                                                        --------
          Total assets                                   424,773
                                                        ========
CONTRACT OWNERS' EQUITY                                 $424,773
                                                        ========
</TABLE>


<TABLE>
<CAPTION>
Contract owners' equity represented by:                   UNITS    UNIT VALUE
Multiple Payment Contracts and Flexible Premium           -----    ----------
Contracts:
<S>                                                       <C>      <C>            <C>     
    Fidelity VIP - Growth Portfolio                        2,002   $17.583952     $ 35,203
    Nationwide SAT - Capital Appreciation Fund                78    14.713230        1,148
    Nationwide SAT - Government Bond Fund                    971    14.984933       14,550
    Nationwide SAT - Money Market Fund                       164    11.714295        1,921
    Nationwide SAT - Total Return Fund                       608    18.192762       11,061
    Neuberger & Berman - Balanced Portfolio                  820    14.878481       12,200
    TCI Portfolios - TCI Advantage                           276    13.112917        3,619
    TCI Portfolios - TCI Advantage
    Initial Funding by Depositor (note 1a)                25,000    13.802855      345,071
                                                          ======    =========      =======
                                                                                  $424,773
                                                                                  ========
</TABLE>


See accompanying notes to financial statements.

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

<PAGE>   3



                        NATIONWIDE VL SEPARATE ACCOUNT-A
              (formerly Financial Horizons VL Separate Account-1)
        STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                  Years Ended December 31, 1995, 1994 and 1993

   
<TABLE>
<CAPTION>
                                                                          1995             1994            1993
                                                                       ---------          -------        -------

<S>                                                                    <C>               <C>             <C>  
INVESTMENT ACTIVITY:                                  
     Reinvested capital gains and dividends                            $  13,451           12,249          7,192
                                                                       ---------          -------        -------
     Gain (loss) on investments:
          Proceeds from redemptions of mutual fund shares                 36,212          134,821         99,921
          Cost of mutual fund shares sold                                (35,326)        (138,965)       (99,869)
                                                                       ---------          -------        -------
          Realized gain (loss) on investments                                886           (4,144)            52
          Change in unrealized gain (loss) on investments                 53,488           (7,482)        13,210
                                                                       ---------          -------        -------
          Net gain (loss) on investments                                  54,374          (11,626)        13,262
                                                                       ---------          -------        -------
               Net investment activity                                    67,825              623         20,454
                                                                       ---------          -------        -------
EQUITY TRANSACTIONS:
          Purchase payments received from contract owners                 36,589              -           91,893
          Surrenders (note 2d)                                              (164)          (9,107)        (8,020)
          Policy loans (net of repayments) (note 4)                      (23,321)             -             -
                                                                       ---------          -------        -------
               Net equity transactions                                    13,104           (9,107)        83,873
                                                                       ---------          -------        -------
EXPENSES:
     Deductions for surrender charges (note 2d)                              -               -            (2,559)
     Redemptions to pay cost of insurance charges and
          administrative charges (notes 2b and 2c)                       (12,670)         (20,999)        (6,826)
     Deductions for asset charges (note 3)                                  (621)          (1,049)          (298)
                                                                       ---------          -------        -------
          Total expenses                                                 (13,291)         (22,048)        (9,683)
                                                                       ---------          -------        -------
     NET CHANGE IN CONTRACT OWNERS' EQUITY                                67,638          (30,532)        94,644
     CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD                         357,135          387,667        293,023
                                                                       ---------          -------        -------
     CONTRACT OWNERS' EQUITY END OF PERIOD                             $ 424,773          357,135        387,667
                                                                       =========          =======        =======
</TABLE>


See accompanying notes to financial statements.


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

<PAGE>   4
- --------------------------------------------------------------------------------


                        NATIONWIDE VL SEPARATE ACCOUNT-A
              (formerly Financial Horizons VL Separate Account-1)
                         NOTES TO FINANCIAL STATEMENTS
                        December 31, 1995, 1994 and 1993

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  (a) Organization and Nature of Operations

     The Nationwide VL Separate Account-A (formerly Financial Horizons VL
Separate Account-1) (the Account) was established pursuant to a resolution of
the Board of Directors of Nationwide Life and Annuity Insurance Company
(formerly Financial Horizons Life Insurance Company) (the Company) on August 8,
1984. The Account has been registered as a unit investment trust under the
Investment Company Act of 1940. On August 21, 1991, the Company (Depositor)
transferred to the Account, 50,000 shares of the TCI Portfolios, Inc.-TCI
Advantage fund for which the Account was credited with 25,000 accumulation
units. The value of the accumulation units purchased by the Company on August
21, 1991 was $250,000.

     The Company offers Modified Single Premium and Flexible Premium Variable
Life Insurance Policies through the Account. The primary distribution for the
contracts is through banks and other financial institutions; however, other
distributors may be utilized.

  (b) The Contracts

     Only contracts with a front-end sales charge, a contingent deferred sales
charge and certain other fees, have been purchased. Additionally, contracts
without a front-end sales charge, but with a contingent deferred sales charge
and certain other fees, have been purchased. See note 2 for a discussion of
policy charges and note 3 for asset charges.

     Contract owners may invest in the following:
     Portfolio of the Fidelity Variable Insurance Products Fund (Fidelity VIP);
         Fidelity VIP - Growth Portfolio (FidGro)

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

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

     Portfolio of the Neuberger & Berman Advisers Management Trust (Neuberger &
     Berman);
         Neuberger & Berman - Balanced Portfolio (NBBal)

     Portfolio of the TCI Portfolios, Inc. (TCI Portfolios);
         TCI Portfolios - TCI Advantage (TCIAdv)

     At December 31, 1995, contract owners have invested in all of the above
funds. The contract owners' equity is affected by the investment results of each
fund, equity transactions by contract owners and certain policy charges (see
notes 2 and 3). The accompanying financial statements include only contract
owners' purchase payments pertaining to the variable portions of their contracts
and exclude any purchase payments for fixed dollar investment options, the
latter being included in the accounts of the Company.

  (c) Security Valuation, Transactions and Related Investment Income

     The market value of the underlying mutual funds is based on the closing net
asset value per share at December 31, 1995. The cost of investments sold is
determined on a specific identification basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date.

  (d) Federal Income Taxes

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

     The Company does not provide for income taxes within the Account. Taxes are
the responsibility of the contract owner upon termination or withdrawal.


<PAGE>   5

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

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

(2) POLICY CHARGES

  (a) Deductions from Premiums

     On multiple payment contracts and flexible premium contracts, the Company
deducts a charge for state premium taxes equal to 2.5% of all premiums received
to cover the payment of these premium taxes. The Company also deducts a sales
load from each premium payment received not to exceed 3.5% of each premium
payment. The Company may at its sole discretion reduce this sales loading.

  (b) Cost of Insurance

     A cost of insurance charge is assessed monthly against each contract by
liquidating units. The amount of the charge is based upon age, sex, rate class
and net amount at risk (death benefit less total contract value).

  (c) Administrative Charges

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

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

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

         Purchase payments totalling less than $25,000 - $90/year
         Purchase payments totalling $25,000 or more - $50/year

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

     No charges were deducted from the initial funding, or from the earnings 
     thereon.

(d) Surrenders

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

     For multiple payment contracts and flexible premium contracts, the amount
charged is determined 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 single premium contracts, the charge is determined based upon a
specified percentage of the original purchase payment. The charge is 8.5% in the
first year, and declines to 0% after the ninth year.

  (3) ASSET CHARGES

     For multiple payment contracts and flexible premium contracts, the Company
deducts charges from the contract to cover mortality and expense risk charges
related to operations, and to recover policy maintenance charges. The charge is
equal to an annual rate of .80%, with certain exceptions.

     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. The charge is equal to an
annual rate of 1.30% during the first ten policy years, and 1.00% thereafter.

     The above charges are assessed through the daily unit value calculation. No
charges are deducted from the initial funding, or from earnings thereon.


<PAGE>   6
(4) POLICY LOANS (NET OF REPAYMENTS)

     Contract provisions allow contract owners to borrow up to 90% of a policy's
cash surrender value. On each policy anniversary following the initial loan, 6%
interest is due and payable to the Company.

     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.

(5) 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 sub-account 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>   7
Schedule I
NATIONWIDE VL SEPARATE ACCOUNT-A
(formerly Financial Horizons VL Separate Account-1)
MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1995, 1994 and 1993


<TABLE>
<CAPTION>
                                                         FidGro          NWCapApp         NWGvtBd         NWMyMkt    
                                                         ------          --------         -------         -------    

1995
<S>                                                     <C>              <C>             <C>             <C>         
    Beginning unit value - Jan. 1                       $13.094007       11.465403       12.720514       11.176411   
- ---------------------------------------------------------------------------------------------------------------------
    Reinvested capital gains and dividends                 .072389         .653781         .903001         .629782   
- ---------------------------------------------------------------------------------------------------------------------
    Unrealized gain (loss)                                4.544905        2.696528        1.472503         .000000   
- ---------------------------------------------------------------------------------------------------------------------
    Asset charges                                         (.127349)       (.102482)       (.111085)       (.091898)  
- ---------------------------------------------------------------------------------------------------------------------
    Ending unit value - Dec. 31                         $17.583952       14.713230       14.984933       11.714295   
- ---------------------------------------------------------------------------------------------------------------------
    Percentage increase (decrease) in unit value*           34%              28%             18%             5%      
=====================================================================================================================

1994
    Beginning unit value - Jan. 1                       $13.201441       11.662121       13.250482       10.845265   
- ---------------------------------------------------------------------------------------------------------------------
    Reinvested capital gains and dividends                 .794469         .184927         .833925         .419275   
- ---------------------------------------------------------------------------------------------------------------------
    Unrealized gain (loss)                                (.799798)       (.289863)      (1.261429)        .000000   
- ---------------------------------------------------------------------------------------------------------------------
    Asset charges                                         (.102105)       (.091782)       (.102464)       (.088129)  
- ---------------------------------------------------------------------------------------------------------------------
    Ending unit value - Dec. 31                         $13.094007       11.465403       12.720514       11.176411   
- ---------------------------------------------------------------------------------------------------------------------
    Percentage increase (decrease) in unit value*           (1)%             (2)%           (4)%              3%     
=====================================================================================================================

1993
    Beginning unit value - Jan. 1                       $11.148182       10.725293       12.196370       10.639809   
- ---------------------------------------------------------------------------------------------------------------------
    Reinvested capital gains and dividends                 .248048         .261975         .781559         .291848   
- ---------------------------------------------------------------------------------------------------------------------
    Unrealized gain (loss)                                1.903014         .761628         .376228         .000000   
- ---------------------------------------------------------------------------------------------------------------------
    Asset charges                                         (.097803)       (.086775)       (.103675)       (.086392)  
- ---------------------------------------------------------------------------------------------------------------------
    Ending unit value - Dec. 31                         $13.201441       11.662121       13.250482       10.845265   
- ---------------------------------------------------------------------------------------------------------------------
    Percentage increase (decrease) in unit value*           18%               9%             9%              2%      
=====================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                          NWTotRet        NBBal            TCIAdv           TCIAdv+
                                                          --------        -----            ------           -------

1995
<S>                                                      <C>             <C>             <C>              <C>
    Beginning unit value - Jan. 1                        14.205723       12.118394       11.321934        11.822996
- -------------------------------------------------------------------------------------------------------------------
    Reinvested capital gains and dividends                1.413734         .308616         .411556          .431938
- -------------------------------------------------------------------------------------------------------------------
    Unrealized gain (loss)                                2.703396        2.562255        1.477165         1.547921
- -------------------------------------------------------------------------------------------------------------------
    Asset charges                                         (.130091)       (.110784)       (.097738)         .000000
- -------------------------------------------------------------------------------------------------------------------
    Ending unit value - Dec. 31                          18.192762       14.878481       13.112917        13.802855
- -------------------------------------------------------------------------------------------------------------------
    Percentage increase (decrease) in unit value*            28%             23%             16%             17%
===================================================================================================================

1994
    Beginning unit value - Jan. 1                        14.167308       12.640011       11.295721        11.701906
- -------------------------------------------------------------------------------------------------------------------
    Reinvested capital gains and dividends                 .717782         .493181         .297670          .309969
- -------------------------------------------------------------------------------------------------------------------
    Unrealized gain (loss)                                (.565055)       (.916591)       (.181209)        (.188879)
- -------------------------------------------------------------------------------------------------------------------
    Asset charges                                         (.114312)       (.098207)       (.090248)         .000000
- -------------------------------------------------------------------------------------------------------------------
    Ending unit value - Dec. 31                          14.205723       12.118394       11.321934        11.822996
- -------------------------------------------------------------------------------------------------------------------
    Percentage increase (decrease) in unit value*            0%              (4)%             0%              1%
===================================================================================================================

1993
    Beginning unit value - Jan. 1                        12.875439       11.969093       10.657984        10.953160
- -------------------------------------------------------------------------------------------------------------------
    Reinvested capital gains and dividends                 .527331         .184591         .223352          .230690
- -------------------------------------------------------------------------------------------------------------------
    Unrealized gain (loss)                                  .873117        .583624         .502395          .518056
- -------------------------------------------------------------------------------------------------------------------
    Asset charges                                         (.108579)       (.097297)       (.088010)         .000000
- -------------------------------------------------------------------------------------------------------------------
    Ending unit value - Dec. 31                          14.167308       12.640011       11.295721        11.701906
- -------------------------------------------------------------------------------------------------------------------
    Percentage increase (decrease) in unit value*           10%              6%              6%               7%
===================================================================================================================
</TABLE>


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

+ For Depositor, see note 1a.


See note 5.

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



<PAGE>   51

<PAGE>   1
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors 
     Nationwide Life and Annuity Insurance Company:

     We have audited the accompanying balance sheets of Nationwide Life and
Annuity Insurance Company (formerly Financial Horizons Life Insurance Company)
(a wholly owned subsidiary of Nationwide Life Insurance Company) as of December
31, 1995 and 1994, and the related statements of income, shareholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly,
in all material respects, the financial position of Nationwide Life and Annuity
Insurance Company as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1995, 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 (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities.

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

                                                          KPMG Peat Marwick LLP

Columbus, Ohio
February 26, 1996

<PAGE>   2
                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)
        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                                 Balance Sheets

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

<TABLE>
<CAPTION>
                                         Assets                                              1995            1994
                                         ------                                            --------       --------

<S>                                                                                        <C>             <C>
Investments (notes 5, 8 and 9):
   Securities available-for-sale, at fair value:
      Fixed maturities (cost $539,214 in 1995; $427,874 in 1994)                           $555,751        413,764
      Equity securities (cost $10,256 in 1995; $9,543 in 1994)                               11,407          9,411
   Fixed maturities held-to-maturity, at amortized cost (fair value $78,690 in 1994)           --           82,631
   Mortgage loans on real estate                                                            104,736         95,281
   Real estate                                                                                1,117          1,802
   Policy loans                                                                                  94             79
   Short-term investments (note 13)                                                           4,844            365
                                                                                           --------       --------
                                                                                            677,949        603,333
                                                                                           --------       --------

Accrued investment income                                                                     8,464          8,041
Deferred policy acquisition costs                                                            23,405         41,540
Deferred Federal income tax                                                                    --            1,923
Other assets                                                                                    208            270
Assets held in Separate Accounts (note 8)                                                   257,556        177,933
                                                                                           --------       --------
                                                                                           $967,582        833,040
                                                                                           ========       ========

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

Future policy benefits and claims (notes 6 and 8)                                           621,280        583,188
Accrued Federal income tax (note 7):
   Current                                                                                      708             10
   Deferred                                                                                   2,830           --
                                                                                           --------       --------
                                                                                              3,538             10
                                                                                           --------       --------

Other liabilities                                                                             5,031          4,663
Liabilities related to Separate Accounts (note 8)                                           257,556        177,933
                                                                                           --------       --------
                                                                                            887,405        765,794
                                                                                           --------       --------

Shareholder's equity (notes 3, 4, 5 and 12):
   Capital shares, $40 par value.  Authorized, issued and outstanding 66 shares               2,640          2,640
   Additional paid-in capital                                                                52,960         52,960
   Retained earnings                                                                         20,123         15,349
   Unrealized gains (losses) on securities available-for-sale, net                            4,454         (3,703)
                                                                                           --------       --------
                                                                                             80,177         67,246
                                                                                           --------       --------
Commitments (note 9)

                                                                                           $967,582        833,040
                                                                                           ========       ========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   3

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)
        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                              Statements of Income

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


<TABLE>
<CAPTION>
                                                                                  1995            1994            1993
                                                                                --------        --------        --------

<S>                                                                             <C>               <C>             <C>
Revenues (note 14):
   Traditional life insurance premiums                                          $    674             311              85
   Universal life and investment product policy charges                            4,322           3,601           2,345
   Net investment income (note 5)                                                 49,108          45,030          40,477
   Realized (losses) gains on investments (note 5)                                  (702)           (625)            420
                                                                                --------        --------        --------
                                                                                  53,402          48,317          43,327
                                                                                --------        --------        --------
Benefits and expenses:
   Benefits and claims                                                            34,180          29,870          29,439
   Amortization of deferred policy acquisition costs                               5,508           6,940           4,128
   Other operating costs and expenses                                              6,567           6,320           5,424
                                                                                --------        --------        --------
                                                                                  46,255          43,130          38,991
                                                                                --------        --------        --------
      Income before Federal income tax expense and cumulative effect of
         changes in accounting principles                                          7,147           5,187           4,336
                                                                                --------        --------        --------

Federal income tax expense (benefit) (note 7):
   Current                                                                         2,012           2,103           1,982
   Deferred                                                                          361            (244)           (630)
                                                                                --------        --------        --------
                                                                                   2,373           1,859           1,352
                                                                                --------        --------        --------

      Income before cumulative effect of changes in accounting principles          4,774           3,328           2,984

Cumulative effect of changes in accounting principles, net (note 3)                 --              --              (514)
                                                                                --------        --------        --------

      Net income                                                                $  4,774           3,328           2,470
                                                                                ========        ========        ========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   4

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                       Statements of Shareholder's Equity

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

<TABLE>
<CAPTION>
                                                                                                   Unrealized
                                                                                                 gains (losses)
                                                                 Additional                      on securities         Total
                                                    Capital       paid-in        Retained       available-for-    shareholder's
                                                    shares        capital        earnings         sale, net           equity
                                                   --------      ----------      ---------      ---------------   --------------
<S>                                                 <C>            <C>          <C>                 <C>                <C>
1993:                                                                                                              
   Balance, beginning of year                       $ 2,640        43,960         9,551                 21              56,172
   Net income                                          --            --           2,470               --                 2,470
   Unrealized gains on equity securities, net          --            --            --                   17                  17
                                                    -------       -------       -------             ------
                                                                                                                       -------
   Balance, end of year                             $ 2,640        43,960        12,021                 38              58,659
                                                    =======       =======       =======             ======             =======
                                                                                                                   
1994:                                                                                                              
   Balance, beginning of year                         2,640        43,960        12,021                 38              58,659
   Capital contribution                                --           9,000          --                 --                 9,000
   Net income                                          --            --           3,328               --                 3,328
   Adjustment for change in accounting for                                                                         
      certain investments in debt and equity                                                                       
      securities, net (note 3)                         --            --            --                4,698               4,698
   Unrealized losses on securities available-                                                                      
      for-sale, net                                    --            --            --               (8,439)             (8,439)
                                                    -------       -------       -------            -------             -------
   Balance, end of year                             $ 2,640        52,960        15,349             (3,703)             67,246
                                                    =======       =======       =======            =======             =======
                                                                                                                   
1995:                                                                                                              
   Balance, beginning of year                         2,640        52,960        15,349             (3,703)             67,246
   Net income                                          --            --           4,774               --                 4,774
   Unrealized gains on securities available-                                                                       
      for-sale, net                                    --            --            --                8,157               8,157
                                                    -------       -------       -------            -------             -------
   Balance, end of year                             $ 2,640        52,960        20,123              4,454              80,177
                                                    =======       =======       =======            =======             =======
</TABLE>


See accompanying notes to financial statements.


<PAGE>   5

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                            Statements of Cash Flows

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

<TABLE>
<CAPTION>
                                                                              1994            1994            1993
                                                                            --------        --------        --------

<S>                                                                         <C>             <C>             <C>
Cash flows from operating activities:
   Net income                                                               $  4,774           3,328           2,470
   Adjustments to reconcile net income to net cash provided by
      (used in) operating activities:
         Capitalization of deferred policy acquisition costs                  (6,754)         (7,283)        (10,351)
         Amortization of deferred policy acquisition costs                     5,508           6,940           4,128
         Amortization and depreciation                                           878             473             660
         Realized losses (gains) on invested assets, net                         702             625            (420)
         Deferred Federal income tax expense (benefit)                           361            (244)           (784)
         Increase in accrued investment income                                  (423)           (750)         (1,078)
         Decrease (increase) in other assets                                      62            (126)            326
         Increase (decrease) in policy liabilities                               627             926            (202)
         Increase (decrease) in accrued Federal income tax payable               698            (254)            666
         Increase (decrease) in other liabilities                                368            (505)          2,843
                                                                            --------        --------        --------
            Net cash provided by (used in) operating activities                6,801           3,130          (1,742)
                                                                            --------        --------        --------

Cash flows from investing activities:
   Proceeds from maturity of securities available-for-sale                    41,729          24,850            --
   Proceeds from sale of securities available-for-sale                         3,070          13,170             134
   Proceeds from maturity of fixed maturities held-to-maturity                11,251           8,483          28,829
   Proceeds from sale of fixed maturities                                       --              --             2,136
   Proceeds from repayments of mortgage loans on real estate                   8,673           5,733           3,804
   Proceeds from sale of real estate                                             655            --              --
   Proceeds from repayments of policy loans                                       50               2               2
   Cost of securities available-for-sale acquired                            (79,140)        (94,130)           (661)
   Cost of fixed maturities held-to maturity acquired                         (8,000)        (15,544)       (100,671)
   Cost of mortgage loans on real estate acquired                            (18,000)        (11,000)        (31,200)
   Cost of real estate acquired                                                  (10)            (52)             (2)
   Policy loans issued                                                           (66)            (80)             (2)
                                                                            --------        --------        --------
            Net cash used in investing activities                            (39,788)        (68,568)        (97,631)
                                                                            --------        --------        --------

Cash flows form financing activities:
   Proceeds from capital contribution                                           --             9,000            --
   Increase in universal life and investment product account balances         79,523          95,254         127,050
   Decrease in universal life and investment product account balances        (42,057)        (40,223)        (33,159)
                                                                            --------        --------        --------
            Net cash provided by financing activities                         37,466          64,031          93,891
                                                                            --------        --------        --------

Net increase (decrease) in cash and cash equivalents                           4,479          (1,407)         (5,482)

Cash and cash equivalents, beginning of year                                     365           1,772           7,254
                                                                            --------        --------        --------
Cash and cash equivalents, end of year                                      $  4,844             365           1,772
                                                                            ========        ========        ========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   6

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                          Notes to Financial Statements

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

(1)      Organization and Description of Business

         Nationwide Life and Annuity Insurance Company, formerly Financial
         Horizons Life Insurance Company, (the Company) is a wholly owned
         subsidiary of Nationwide Life Insurance Company (NLIC).

         The Company is a life insurer licensed in 42 states and the District of
         Columbia. The Company sells primarily fixed and variable rate annuities
         through banks and other financial institutions. In addition, the
         Company sells universal life and other interest-sensitive life
         insurance products and is subject to competition from other insurers
         throughout the United States. The Company is subject to regulation by
         the Insurance Departments of states in which it is licensed, and
         undergoes periodic examinations by those departments.

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

              Legal/Regulatory Risk is the risk that changes in the legal or
              regulatory environment in which an insurer operates will create
              additional expenses not anticipated by the insurer in pricing its
              products. That is, regulatory initiatives designed to reduce
              insurer profits, new legal theories or insurance company
              insolvencies through guaranty fund assessments may create costs
              for the insurer beyond those currently recorded in the financial
              statements. The Company mitigates this risk by operating
              throughout the United States, thus reducing its exposure to any
              single 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. The Company minimizes this risk by
              adhering to a conservative investment strategy, by maintaining
              sound credit and collection policies and by providing for any
              amounts deemed uncollectible.

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

(2)      Summary of Significant Accounting Policies

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

         In preparing the 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 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.


<PAGE>   7

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

     (a)      Valuation of Investments and Related Gains and Losses

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

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

              Real estate is carried at cost less accumulated depreciation and
              valuation allowances.

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

              In March, 1995, the Financial Accounting Standards Board (FASB)
              issued Statement of Financial Accounting Standards No. 121 -
              Accounting for the Impairment of Long-Lived Assets and for
              Long-Lived Assets to be Disposed Of (SFAS 121). SFAS 121 requires
              impairment losses to be recorded on long-lived assets used in
              operations when indicators of impairment are present and the
              undiscounted cash flows estimated to be generated by those assets
              are less than the assets' carrying amount. SFAS 121 also addresses
              the accounting for long-lived assets that are expected to be
              disposed of. The statement is effective for fiscal years beginning
              after December 15, 1995 and earlier application is permitted.
              Previously issued financial statements shall not be restated. The
              Company will adopt SFAS 121 in 1996 and the impact on the
              financial statements is not expected to be material.

     (b)      Revenues and Benefits

              Traditional Life Insurance Products: Traditional life insurance
              products include those products with fixed and guaranteed premiums
              and benefits and consist primarily of 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.

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


<PAGE>   8

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued


     (c)      Deferred Policy Acquisition Costs

              The costs of acquiring new business, principally commissions,
              certain expenses of the policy issue and underwriting department
              and certain variable selling expenses have been deferred for
              universal life and investment products. Deferred policy
              acquisition costs are being amortized with interest over the lives
              of the policies in relation to the present value of estimated
              future gross profits from projected interest margins, asset fees,
              cost of insurance, policy administration and surrender charges.
              For years in which gross profits are negative, deferred policy
              acquisition costs are amortized based on the present value of
              gross revenues. Deferred policy acquisition costs are adjusted to
              reflect the impact of unrealized gains and losses on fixed
              maturity securities available-for-sale as described in note 2(a).

     (d)      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
              statements of income and cash flows except for the fees the
              Company receives for administrative services and risks assumed.

     (e)      Future Policy Benefits

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

     (f)      Federal Income Tax

              The Company files a consolidated Federal income tax return with
              Nationwide Mutual Insurance Company (NMIC).

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

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

     (g)      Cash Equivalents

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


<PAGE>   9

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

     (h)      Reclassification

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

(3)      Changes in Accounting Principles

         Effective January 1, 1994, the Company changed its method of accounting
         for certain investments in debt and equity securities in connection
         with the issuance of Statement of Financial Accounting Standards No.
         115 - Accounting for Certain Investments in Debt and Equity Securities.
         As of January 1, 1994, the Company classified fixed maturity securities
         with amortized cost and fair value of $380,974 and $399,556,
         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>
<S>                                                                                        <C>
              Excess of fair value over amortized cost of fixed maturity securities
                 available-for-sale                                                       $ 18,582
              Adjustment to deferred policy acquisition costs                              (11,355)
              Deferred Federal income tax                                                   (2,529)
                                                                                          --------
                                                                                          $  4,698
                                                                                          ========
</TABLE>


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

<TABLE>
<S>                                                                                  <C>   
              Asset/liability method of recognizing income tax (note 2(f))           $ (79)
              Accrual method of recognizing postretirement benefits other than
                 pensions (net of tax benefit of $234) (note 11)                      (435)
                                                                                     -----
                                                                                     $(514)
                                                                                     =====
</TABLE>


(4)      Basis of Presentation

         The financial statements have been prepared in accordance with GAAP. An
         Annual Statement, filed with the Department of Insurance of the State
         of Ohio (the Department), is prepared on the basis of accounting
         practices prescribed or permitted by such regulatory authority.
         Prescribed statutory accounting practices include a variety of
         publications of the National Association of Insurance Commissioners
         (NAIC), as well as state laws, regulations and general administrative
         rules. Permitted statutory accounting practices encompass all
         accounting practices not so prescribed. The Company has no material
         permitted statutory accounting practices.

         The statutory capital shares and surplus of the Company as reported to
         regulatory authorities as of December 31, 1995, 1994 and 1993 was
         $54,978, $48,947 and $35,875, respectively. The statutory net income of
         the Company as reported to regulatory authorities for the years ended
         December 31, 1995, 1994 and 1993 was $8,023, $6,173 and $3,539,
         respectively.


<PAGE>   10

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued


(5)      Investments

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

<TABLE>
<CAPTION>
                                                          1995          1994           1993
                                                         -------       -------       -------

<S>                                                      <C>            <C>           <C>
              Gross investment income:
                 Securities available-for-sale:
                    Fixed maturities                     $35,093        36,720          --
                    Equity securities                        713            16            13
                 Fixed maturities held-to-maturity         4,530           540        34,023
                 Mortgage loans on real estate             9,106         8,437         7,082
                 Real estate                                 273           175           167
                 Short-term investments                      348           207           295
                 Other                                        41            19          --
                                                         -------       -------       -------
                        Total investment income           50,104        46,114        41,580
              Less: investment expenses                      996         1,084         1,103
                                                         -------       -------       -------
                        Net investment income            $49,108        45,030        40,477
                                                         =======       =======       =======
</TABLE>


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

<TABLE>
<CAPTION>
                                                                 1995         1994          1993
                                                                 -----        -----        -----

<S>                                                              <C>           <C>          <C>
              Fixed maturity securities available-for-sale       $(822)         260         --
              Fixed maturities                                    --           --            856
              Mortgage loans on real estate                        110         (832)        (246)
              Real estate and other                                 10          (53)        (190)
                                                                 -----        -----        -----
                                                                 $(702)        (625)         420
                                                                 =====        =====        =====
</TABLE>


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

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

<S>                                                                   <C>              <C>
                Gross unrealized gains (losses)                       $ 17,688         (14,242)
                Adjustment to deferred policy acquisition costs        (10,836)          8,545
                Deferred Federal income tax                             (2,398)          1,994
                                                                      --------        --------
                                                                      $  4,454          (3,703)
                                                                      ========        ========
</TABLE>


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


<TABLE>
<CAPTION>
                                                       1995            1994            1993
                                                      --------        --------        --------
<S>                                                   <C>              <C>               <C>  
              Securities available-for-sale:
                 Fixed maturities                     $ 30,647         (32,692)           --
                 Equity securities                       1,283            (190)             26
              Fixed maturities held-to-maturity          3,941          (8,407)          5,710
                                                      --------        --------        --------
                                                      $ 35,871         (41,289)          5,736
                                                      ========        ========        ========
</TABLE>


<PAGE>   11

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

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

<TABLE>
<CAPTION>
                                                                                             Gross          Gross     
                                                                            Amortized      unrealized     unrealized      Estimated
                                                                               cost          gains          losses        fair value
                                                                             --------       --------       --------        --------
<S>                                                                          <C>              <C>             <C>           <C>
                Fixed maturities:            
                  U.S. Treasury securities and obligations of U.S. 
                    government corporations and agencies                     $  3,492             18            --            3,510
                  Obligations of states and political subdivisions 271           --               (1)            270
                  Debt securities issued by foreign governments                 6,177            301            --            6,478
                  Corporate securities                                        332,425         10,116            (925)       341,616
                  Mortgage-backed securities                                  196,849          7,649            (621)       203,877
                                                                             --------       --------        --------       --------
                      Total fixed maturities                                  539,214         18,084          (1,547)       555,751
                Equity securities                                              10,256          1,151            --           11,407
                                                                             --------       --------        --------       --------
                                                                             $549,470         19,235          (1,547)       567,158
                                                                             ========       ========        ========       ========
</TABLE>


         The amortized cost and estimated fair value of securities
         available-for-sale were as follow as of December 31, 1994:

<TABLE>
<CAPTION>
                                                                                            Gross          Gross
                                                                           Amortized      unrealized     unrealized      Estimated
                                                                             cost           gains          losses        fair value
                                                                           --------       --------        --------        --------

<S>                                                                        <C>               <C>           <C>             <C>
              Fixed maturities:
                U.S. Treasury securities and obligations of U.S. 
                  government corporations and agencies                     $  4,442             92            --             4,534
                Obligations of states and political subdivisions 273           --              (21)            252
                Debt securities issued by foreign governments                 8,517             15            (452)          8,080
                Corporate securities                                        214,332            518          (7,903)        206,947
                Mortgage-backed securities                                  200,310          1,291          (7,650)        193,951
                                                                           --------       --------        --------        --------
                    Total fixed maturities                                  427,874          1,916         (16,026)        413,764
              Equity securities                                               9,543             45            (177)          9,411
                                                                           --------       --------        --------        --------
                                                                           $437,417          1,961         (16,203)        423,175
                                                                           ========       ========        ========        ========
</TABLE>


         The amortized cost and estimated fair value of fixed maturity corporate
         securities held-to-maturity as of December 31, 1994 are $82,631 and
         $78,690, respectively. Gross gains of $130 and gross losses of $4,071
         were unrealized on those securities.

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

<TABLE>
<CAPTION>
                                                          Amortized       Estimated
                                                            cost          fair value
                                                           --------       --------
<S>                                                        <C>              <C>   
              Due in one year or less                      $ 39,072         39,427
              Due after one year through five years         224,262        231,200
              Due after five years through ten years         75,380         77,726
              Due after ten years                             3,651          3,521
                                                           --------       --------
                                                            342,365        351,874
              Mortgage-backed securities                    196,849        203,877
                                                           --------       --------
                                                           $539,214        555,751
                                                           ========       ========
</TABLE>


<PAGE>   12

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued


         Proceeds from the sale of securities available-for-sale during
         1995 and 1994 were $3,070 and $13,170, respectively, while proceeds
         from sales of investments in fixed maturity securities during 1993 were
         $2,136. Gross gains of $64 ($373 in 1994 and $205 in 1993) and gross
         losses of $6 ($73 1994 and none in 1993) were realized on those sales.

         During 1995, the Company transferred fixed maturity securities
         classified as held-to-maturity with amortized cost of $2,000 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 $600.

         As permitted by the FASB's Special Report, A Guide to Implementation of
         Statement 115 on Accounting for Certain Investments in Debt and Equity
         Securities, issued in November, 1995, the Company transferred all of
         its fixed maturity securities previously classified as held-to-maturity
         to available-for-sale. As of December 14, 1995, the date of transfer,
         the fixed maturity securities had amortized cost of $77,405, resulting
         in a gross unrealized gain of $1,709.

         Fixed maturity securities that were non-income producing for the twelve
         month period preceding December 31, 1995 had a carrying value of $996
         (none in 1994).

         Real estate is presented at cost less accumulated depreciation of $81
         in 1995 ($97 in 1994) and valuation allowances of $229 in 1995 ($472 in
         1994).

         As of December 31, 1995, the recorded investment of mortgage loans on
         real estate considered to be impaired (under Statement of Financial
         Accounting Standards No. 114, Accounting by Creditors for Impairment of
         a Loan as amended by Statement of Financial Accounting Standards No.
         118, Accounting by Creditors for Impairment of a Loan - Income
         Recognition and Disclosure) was $966, for which there was no valuation
         allowance. During 1995, the average recorded investment in impaired
         mortgage loans on real estate was approximately $242 and no interest
         income was recognized on those loans.

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


<TABLE>
<CAPTION>
                                                                            1995
                                                                            ----

<S>                                                                        <C>  
              Allowance, beginning of year                                 $ 860
                   Reduction of the allowance credited to operations        (110)
                                                                           -----
              Allowance, end of year                                       $ 750
                                                                           =====
</TABLE>


         Foreclosures of mortgage loans on real estate were $631 in 1994. No
         mortgage loans on real estate were in process of foreclosure or
         in-substance foreclosed as of December 31, 1994 .

         Fixed maturity securities with an amortized cost of $2,806 and $2,786
         as of December 31, 1995 and 1994, respectively, were on deposit with
         various regulatory agencies as required by law.

(6)      Future Policy Benefits

         The liability for future policy benefits for investment products has
         been established based on policy terms, interest rates and various
         contract provisions. The average interest rate credited on investment
         product policies was approximately 5.6%, 5.3% and 6.0% for the years
         ended December 31, 1995, 1994 and 1993, respectively.


<PAGE>   13

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued


(7)      Federal Income Tax

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

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

<S>                                                                  <C>              <C>  
              Deferred tax assets:
                 Future policy benefits                              $  5,249           5,879
                 Securities available-for-sale                           --             4,985
                 Liabilities in Separate Accounts                       3,445           3,111
                 Mortgage loans on real estate and real estate            338             458
                 Other assets and other liabilities                       708             101
                                                                     --------        --------
                   Total gross deferred tax assets                      9,740          14,534
                                                                     --------        --------

              Deferred tax liabilities:
                 Securities available-for-sale                          6,308            --
                 Deferred policy acquisition costs                      6,262          12,611
                                                                     --------        --------
                   Total gross deferred tax liabilities                12,570          12,611
                                                                     --------        --------
                                                                     $ (2,830)          1,923
                                                                     ========        ========
</TABLE>


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

         Total Federal income tax expense for the years ended December 31, 1995,
         1994 and 1993 differs from the amount computed by applying the U.S.
         Federal income tax rate to income before tax as follows:

<TABLE>
<CAPTION>
                                                                   1995                    1994                  1993
                                                           ---------------------  ---------------------  ---------------------
                                                           Amount          %       Amount         %      Amount          %
                                                           ------------  -------  ------------  -------  ------------- -------

<S>                                                        <C>            <C>     <C>            <C>     <C>            <C> 
              Computed (expected) tax expense              $ 2,501        35.0    $ 1,815        35.0    $ 1,518        35.0
              Tax exempt interest and dividends
                 received deduction                           (150)       (2.1)       (50)       (1.0)      (206)       (4.7)
              Current year increase in U.S. Federal
                 income tax rate                              --           --        --           --          36         0.8
              Other, net                                        22         0.3         94         1.8          4         0.1
                                                           -------        ----    -------        ----    -------        ----
                    Total (effective rate of each year     $ 2,373        33.2    $ 1,859        35.8    $ 1,352        31.2
                                                           =======        ====    =======        ====    =======        ====
</TABLE>


         Total Federal income tax paid was $1,314, $2,357 and $1,316 during the
         years ended December 31, 1995, 1994 and 1993, respectively.


<PAGE>   14

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued


(8)      Disclosures about Fair Value of Financial Instruments

         Statement of Financial Accounting Standards No. 107 - Disclosures about
         Fair Value of Financial Instruments (SFAS 107) requires disclosure of
         fair value information about existing on and off-balance sheet
         financial instruments. SFAS 107 defines the fair value of a financial
         instrument as the amount at which the financial instrument could be
         exchanged in a current transaction between willing parties. In cases
         where quoted market prices are not available, fair value is based on
         estimates using present value or other valuation techniques.

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

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

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

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

              Short-term investments and policy loans: The carrying amount
              reported in the balance sheets for these instruments approximates
              their fair value.

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

              Separate Account assets and liabilities: The fair value of assets
              held in Separate Accounts is based on quoted market prices. The
              fair value of liabilities related to Separate Accounts is the
              amount payable on demand.

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

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


<PAGE>   15

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

              Policy reserves on life insurance contracts: 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.

         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, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                     1995                        1994
                                                            ------------------------     ----------------------
                                                            Carrying      Estimated      Carrying    Estimated
                                                             amount       fair value      amount     fair value
                                                             ------       ----------      ------     ----------

<S>                                                           <C>           <C>          <C>          <C>
              Assets
              ------
              Investments:
                 Securities available-for-sale:
                    Fixed maturities                          $555,751      555,751      413,764      413,764
                    Equity securities                           11,407       11,407        9,411        9,411
                 Fixed maturities held-to-maturity                --           --         82,631       78,690
                 Mortgage loans on real estate                 104,736      111,501       95,281       92,340
                 Policy loans                                       94           94           79           79
                 Short-term investments                          4,844        4,844          365          365
              Assets held in Separate Accounts                 257,556      257,556      177,933      177,933

              Liabilities
              -----------
              Investment contracts                             616,984      601,582      579,903      563,331
              Policy reserves on life insurance contracts        4,296        4,520        3,285        3,141
              Liabilities related to Separate Accounts         257,556      246,996      177,933      168,749
</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
         balance sheets.

         Commitments to fund fixed rate mortgage loans on real estate are
         agreements to lend to a borrower, and are subject to conditions
         established in the contract. Commitments generally have fixed
         expiration dates or other termination clauses and may require payment
         of a deposit. Commitments extended by the Company are based on
         management's case-by-case credit evaluation of the borrower and the
         borrower's loan collateral. The underlying mortgage property represents
         the collateral if the commitment is funded. The Company's policy for
         new mortgage loans on real estate is to lend no more than 80% of
         collateral value. Should the commitment be funded, the Company's
         exposure to credit loss in the event of nonperformance by the borrower
         is represented by the contractual amounts of these commitments less the
         net realizable value of the collateral. The contractual amounts also
         represent the cash requirements for all unfunded commitments.
         Commitments on mortgage loans on real estate of $8,500 extending into
         1996 were outstanding as of December 31, 1995.

         Significant Concentrations of Credit Risk: The Company grants mainly
         commercial mortgage loans on real estate to customers throughout the
         United States. The Company has a diversified portfolio with no more
         than 28% (27% in 1994) in any geographic area and no more than 14.8%
         (8.2% in 1994) with any one borrower.


<PAGE>   16

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

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

<TABLE>
<CAPTION>
                                                                                                              Apartment
                                                                          Office      Warehouse    Retail     & other      Total
                                                                          ------      ---------    ------     -------      -----

<S>                                                                      <C>           <C>         <C>         <C>       <C>
              1995:
                East North Central                                       $  1,854         878       8,263       3,940      14,935
                East South Central                                           --          --         1,877      11,753      13,630
                Mountain                                                     --          --          --         1,964       1,964
                Middle Atlantic                                               882       1,820         901        --         3,603
                New England                                                  --           895       1,963        --         2,858
                Pacific                                                     1,923       8,600       8,211       8,838      27,572
                South Atlantic                                              3,953        --         9,928      15,797      29,678
                West North Central                                           --         1,500        --          --         1,500
                West South Central                                          3,881         969        --         4,932       9,782
                                                                         --------    --------    --------    --------    --------
                                                                         $ 12,493      14,662      31,143      47,224     105,522
                                                                         ========    ========    ========    ========    ========
                   Less valuation allowances and unamortized discount                                                         786
                                                                                                                         --------
                        Total mortgage loans on real estate, net                                                         $104,736
                                                                                                                         ========
</TABLE>


<TABLE>
<CAPTION>
                                                                                                          Apartment
                                                                          Office    Warehouse   Retail     & other    Total
                                                                          ------    ---------   ------     -------    -----

<S>                                                                      <C>         <C>        <C>        <C>       <C>   
              1994:
                East North Central                                       $ 1,921      2,254     10,290      4,959     19,424
                East South Central                                          --         --        1,921      9,876     11,797
                Mountain                                                    --         --         --        1,986      1,986
                Middle Atlantic                                              882      1,872      1,909       --        4,663
                New England                                                 --          921      1,983       --        2,904
                Pacific                                                    1,952      6,873      6,310      4,910     20,045
                South Atlantic                                             1,965       --       10,049     13,970     25,984
                West North Central                                          --        1,500       --         --        1,500
                West South Central                                         1,921        978       --        4,973      7,872
                                                                         -------     ------     ------     ------    -------
                                                                         $ 8,641     14,398     32,462     40,674     96,175
                                                                         =======     ======     ======     ======    
                   Less valuation allowances and unamortized discount                                                    894
                                                                                                                     -------
                        Total mortgage loans on real estate, net                                                     $95,281
                                                                                                                     =======
</TABLE>


(10)     Pension Plan

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

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


<PAGE>   17

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

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

         Pension costs charged to operations by the Company during the years
         ended December 31, 1995, 1994 and 1993 were $214, $265 and $131,
         respectively.

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


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


         Basis for measurements, net periodic pension cost:

<TABLE>
<CAPTION>
                                                                    1995      1994     1993
                                                                    ----      ----     ----

<S>                                                                  <C>      <C>      <C>  
              Weighted average discount rate                         7.50%    5.75%    6.75%
              Rate of increase in future compensation levels         6.25%    4.50%    4.75%
              Expected long-term rate of return on plan assets       8.75%    7.00%    7.50%
</TABLE>


         Information regarding the funded status of the Nationwide Insurance
         Enterprise Retirement Plan as a whole as of December 31, 1995
         (post-merger) and the Nationwide Insurance Companies and Affiliates
         Retirement Plan as of December 31, 1995 (pre-merger) and 1994 follows:

<TABLE>
<CAPTION>
                                                                      Post-merger      Pre-merger                   
                                                                          1995            1995             1994
                                                                       -----------     -----------     -----------

<S>                                                                    <C>               <C>             <C>    
              Accumulated benefit obligation:
                 Vested                                                $ 1,236,730       1,002,079         914,850
                 Nonvested                                                  26,503           8,998           7,570
                                                                       -----------     -----------     -----------
                                                                       $ 1,263,233       1,011,077         922,420
                                                                       ===========     ===========     ===========

              Net accrued pension expense:
                 Projected benefit obligation for services rendered
                    to date                                            $ 1,780,616       1,447,522       1,305,547
                 Plan assets at fair value                               1,738,004       1,508,781       1,241,771
                                                                       -----------     -----------     -----------
                    Plan assets (less than) in excess of  projected
                       benefit obligation                                  (42,612)         61,259         (63,776)
                 Unrecognized prior service cost                            42,845          42,850          46,201
                 Unrecognized net (gains) losses                           (63,130)        (86,195)         39,408
                 Unrecognized net obligation (asset) at transition          41,305         (19,841)        (21,994)
                                                                       -----------     -----------     -----------
                                                                       $   (21,592)         (1,927)           (161)
                                                                       ===========     ===========     ===========
</TABLE>

                                                     


<PAGE>   18

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

         Basis for measurements, funded status of plan:

<TABLE>
<CAPTION>
                                                      Post-merger        Pre-merger
                                                          1995              1995             1994
                                                     --------------    --------------   --------------

<S>                                                      <C>               <C>              <C>  
Weighted average discount rate                           6.00%             6.00%            7.50%
Rate of increase in future compensation levels           4.25%             4.25%            6.25%
</TABLE>


         Assets of the Nationwide Insurance Enterprise Retirement Plan are
         invested in group annuity contracts of NLIC and Employers Life
         Insurance Company of Wausau, a wholly owned subsidiary of NLIC. Prior
         to the merger, the assets of the Nationwide Insurance Companies and
         Affiliates Retirement Plan were invested in a group annuity contract of
         NLIC.

(11)     Postretirement Benefits Other Than Pensions

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

         Effective January 1, 1993, the Company adopted the provisions of
         Statement of Financial Accounting Standards No. 106 - Employers'
         Accounting for Postretirement Benefits Other Than Pensions (SFAS 106),
         which requires the accrual method of accounting for postretirement life
         and health care insurance benefits based on actuarially determined
         costs to be recognized over the period from the date of hire to the
         full eligibility date of employees who are expected to qualify for such
         benefits.

         The Company elected to immediately recognize its estimated accumulated
         postretirement benefit obligation as of January 1, 1993. Accordingly, a
         noncash charge of $669 ($435 net of related income tax benefit) was
         recorded in the 1993 statement of income as a cumulative effect of a
         change in accounting principle. See note 3. The adoption of SFAS 106,
         including the cumulative effect of the change in accounting principle,
         increased the expense for postretirement benefits by $739 to $761 in
         1993. Certain affiliated companies elected to amortize their initial
         transition obligation over periods ranging from 10 to 20 years.

         The Company's accrued postretirement benefit expense as of December 31,
         1995 and 1994 was $808 and $771, respectively, and the net periodic
         postretirement benefit cost (NPPBC) for 1995 and 1994 was $66 and $119,
         respectively.

         The amount of NPPBC for the plan as a whole for the years ended
         December 31, 1995, 1994 and 1993 was as follows:

<TABLE>
<CAPTION>
                                                                                         1995           1994         1993
                                                                                      -----------    ----------   ----------

<S>                                                                                     <C>           <C>          <C>  
              Service cost - benefits attributed to employee service during the year    $  6,235        8,586        7,090
              Interest cost on accumulated postretirement benefit obligation              14,151       14,011       13,928
              Actual return on plan assets                                                (2,657)      (1,622)        --
              Amortization of unrecognized transition obligation of affiliates             2,966          568          568
              Net amortization and deferral                                               (1,619)       1,622         --
                                                                                        --------     --------     --------
                                                                                        $ 19,076       23,165       21,586
                                                                                        ========     ========     ========
</TABLE>


<PAGE>   19

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

         Information regarding the funded status of the plan as a whole
         as of December 31, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                                                                             1995           1994
                                                                                           ---------     ---------
<S>                                                                                        <C>            <C>
              Accrued postretirement benefit expense:
                 Retirees                                                                  $  88,680        76,677
                 Fully eligible, active plan participants                                     28,793        22,013
                 Other active plan participants                                               90,375        59,089
                                                                                           ---------     ---------
                    Accumulated postretirement benefit obligation (APBO)                     207,848       157,779
                 Plan assets at fair value                                                    54,325        49,012
                                                                                           ---------     ---------
                    Plan assets less than accumulated postretirement benefit obligation     (153,523)     (108,767)
                 Unrecognized transition obligation of affiliates                              1,827         6,577
                 Unrecognized net gains                                                       (1,038)      (41,497)
                                                                                           ---------     ---------
                                                                                           $(152,734)     (143,687)
                                                                                           =========     =========
</TABLE>


         Actuarial assumptions used for the measurement of the APBO as of
         December 31, 1995 and 1994 and the NPPBC for 1995, 1994 and 1993 were
         as follows:

<TABLE>
<CAPTION>
                                               1995          1995          1994           1994          1993
                                               APBO          NPPBC         APBO          NPPBC         NPPBC
                                            -----------   -----------   -----------    ----------    ----------

<S>                                         <C>           <C>           <C>            <C>           <C>     
Discount rate                                   6.75%            8%            8%             7%            8%
Assumed health care cost trend rate:
    Initial rate                                  11%           10%           11%            12%           14%
    Ultimate rate                                  6%            6%            6%             6%            6%
    Uniform declining period                12 Years      12 Years      12 Years       12 Years      12 Years
</TABLE>


         The health care cost trend rate assumption has an effect on the amounts
         reported. For the plan as a whole, a one percentage point increase in
         the assumed health care cost trend rate would increase the APBO as of
         December 31, 1995 by $641 and the NPPBC for the year ended December 31,
         1995 by $107.

(12)     Regulatory Risk-Based Capital and Dividend Restriction

         Ohio, the 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. The Company exceeds the
         minimum risk-based capital requirements.

         Ohio law limits the payment of dividends to shareholders. The maximum
         dividend that may be paid by the Company without prior approval of the
         Director of the Department is limited to the greater of statutory gain
         from operations of the preceding calendar year or 10% of statutory
         shareholder's surplus as of the prior December 31. Therefore, $70,034
         of shareholder's equity, as presented in the accompanying financial
         statements, is so restricted as to dividend payments in 1996.


<PAGE>   20

                  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
              (formerly Financial Horizons Life Insurance Company)

        (a wholly owned subsidiary of Nationwide Life Insurance Company)

                    Notes to Financial Statements, Continued

(13)     Transactions With Affiliates

         The Company shares home office, other facilities, equipment and common
         management and administrative services with affiliates.

         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 $4,844 and $365 as of December 31, 1995
         and 1994, respectively, and are included in short-term investments on
         the accompanying balance sheets.

         Certain annuity products are sold through an affiliated company, which
         is a subsidiary of Nationwide Corporation. Total commissions paid to
         the affiliate for the three years ended December 31, 1995 were $6,638,
         $6,935 and $10,041, respectively.

(14)     Segment Information

         The Company operates in the long-term savings and life insurance lines
         of business in the life insurance industry. Long-term savings
         operations include both qualified and non-qualified individual annuity
         contracts. Life insurance operations include universal life and
         variable universal life issued to individuals. Corporate primarily
         includes investments, and the related investment income, which are not
         specifically allocated to one of the two operating segments. In
         addition, realized gains and losses on all general account investments
         are reported as a component of the corporate segment.

         During 1995, the Company changed its reporting segments to better
         reflect the way the businesses are managed. Prior periods have been
         restated to reflect these changes.

         The following table summarizes the revenues and income (loss) before
         Federal income tax expense and cumulative effect of changes in
         accounting principles for the years ended December 31, 1995, 1994 and
         1993 and assets as of December 31, 1995, 1994 and 1993, by business
         segment.

<TABLE>
<CAPTION>
                                                                              1995          1994           1993
                                                                            ---------     ---------     ---------

<S>                                                                         <C>             <C>           <C>    
              Revenues:
                   Long-term savings                                        $  50,669        45,234        39,684
                   Life insurance                                                 179           173           187
                   Corporate                                                    2,554         2,910         3,456
                                                                            ---------     ---------     ---------
                                                                            $  53,402        48,317        43,327
                                                                            =========     =========     =========

              Income (loss) before Federal income tax expense and
                  cumulative effect of changes in accounting principles:
                   Long-term savings                                            4,514         3,739         2,134
                   Life insurance                                                (387)         (996)       (1,254)
                   Corporate                                                    3,020         2,444         3,456
                                                                            ---------     ---------     ---------
                                                                            $   7,147         5,187         4,336
                                                                            =========     =========     =========

              Assets:
                   Long-term savings                                          931,939       789,147       693,915
                   Life insurance                                               2,565         2,393         2,027
                   Corporate                                                   33,078        41,500        30,097
                                                                            ---------     ---------     ---------
                                                                            $ 967,582       833,040       726,039
                                                                            =========     =========     =========
</TABLE>



<PAGE>   52
                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

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

The facing sheet.

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

   
The prospectus consisting of 73 pages.
    

Representations and Undertakings.

Accountants' Consent.

The Signatures.

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

<TABLE>
<S>                                                   <C>
   
1.  Power of Attorney dated April 4, 1996             Attached hereto.
    

2.  Resolution of the Depositor's Board of Directors  Included with the Registration Statement on Form N-8B-2 for the Nationwide VL
    authorizing the establishment of the Registrant,  Separate Account-A (File No. 811-6137), and hereby incorporated herein by
    adopted.                                          reference.

3.  Distribution Contracts                            Included with the Registration Statement on Form N-8B-2 for the Nationwide VL
                                                      Separate Account-A (File No. 811-6137), and hereby incorporated herein by
                                                      reference.

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

5.  Articles of Incorporation of Depositor            Included with the Registration Statement on Form N-8B-2 for the Nationwide VL
                                                      Separate Account-A (File No. 811-6137), and hereby incorporated herein by
                                                      reference.

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

7.  Opinion of Counsel                                Included with Pre-Effective Amendment No. 1 and hereby incorporated herein by
                                                      reference.
</TABLE>
<PAGE>   53
REPRESENTATIONS AND UNDERTAKINGS

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

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

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

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

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

(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and reports
as may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.
<PAGE>   54
   
                             ACCOUNTANTS' CONSENT

The Board of Directors of Nationwide Life and Annuity Insurance Company
        (formerly Financial Horizons Life Insurance Company) and
Contract Owners of Nationwide VL Separate Account-A 
        (formerly Financial Horizons VL Separate Account 1):
    



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




                                                           KPMG Peat Marwick LLP




Columbus, Ohio
   
April 26, 1996
    
<PAGE>   55
                                   SIGNATURES

   
         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Nationwide VL Separate Account-A, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 6 and has duly caused this Post-Effective Amendment
No. 6 to be signed on its behalf by the undersigned thereunto duly authorized,
and its seal to be hereunto affixed and attested, all in the City of Columbus,
and State of Ohio, on this 26th day of April, 1996.
    

                                            NATIONWIDE VL SEPARATE ACCOUNT-A
                                   ---------------------------------------------
                                                          (Registrant)

(Seal)                             NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
                                   ---------------------------------------------
Attest:                                                    (Sponsor)



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

   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 has been signed below by the following persons in the capacities
indicated on the 26th day of April, 1996.
    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>   1
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors
and/or officers of NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, an Ohio
corporation, which has filed or will file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
various Registration Statements and amendments thereto for the registration
under said Act of Individual Deferred Variable Annuity Contracts in connection
with the Nationwide VA Separate Account-A, the Nationwide VA Separate Account-B,
the Nationwide VA Separate Account-C and the 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 the Nationwide Multiple Maturity Separate
Account-A; and the registration of variable life insurance policies in
connection with the Nationwide VL Separate Account-A of Nationwide Life and
Annuity Insurance Company, hereby constitutes and appoints D. Richard McFerson,
Joseph J. Gasper, Gordon E. McCutchan, W. Sidney Druen, and Joseph P. Rath, and
each of them with power to act without the others, his/her attorney, with full
power of substitution and resubstitution, for and in his/her name, place and
stead, in any and all capacities, to approve, and sign such Registration
Statements and any and all amendments thereto, with power to affix the corporate
seal of said corporation thereto and to attest said seal and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof. This instrument may
be executed in one or more counterparts.
 
     IN WITNESS WHEREOF, the undersigned have herewith set their names and seals
as of this 4th day of April, 1996.

<TABLE>
<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, JR.
- ------------------------------------------------------           /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 and Director                             Robert L. Stewart, Director

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

/s/ D. RICHARD MCFERSON                                          /s/ HAROLD W. WEIHL
- ------------------------------------------------------           ------------------------------------------------------
D. Richard McFerson, Chairman and                                Harold W. Weihl, Director
Chief Executive Officer-Nationwide 
Insurance Enterprise and Director
 
</TABLE>


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