NATIONWIDE VL SEPARATE ACCOUNT A
485BPOS, 1996-04-29
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<PAGE>   1

                                                       Registration No. 33-44300

                       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 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

</TABLE>




<PAGE>   3
<TABLE>
<CAPTION>
N-8B-2 ITEM                                                                    CAPTION IN PROSPECTUS
<S>                                                                            <C>
38  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
39  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
40  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
41(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Distribution of The Policies
42  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
43  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
44  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  How The Cash Value Varies
45  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
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
                                P.O. Box 182150
                           Columbus, Ohio  43218-2150
                       (800) 533-5622, TDD (800) 238-3035

          FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
          ISSUED BY THE 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 and the flexibility to vary the
amount and frequency of premium payments.  The Policies may also provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
Nationwide Life and Annuity Insurance Company guarantees to keep the Policy in
force during the first three years so long as the Minimum Premium requirement
has been met.  The death benefit and Cash Value of the Policies may vary to
reflect the experience of the Nationwide 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" under Section 7702 of the Internal Revenue Code (the "Code") .  
    

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

<TABLE>
<S>                                      <C>
    NATIONWIDE SEPARATE ACCOUNT TRUST:    FIDELITY VARIABLE INSURANCE PRODUCTS FUND:
         -Capital Appreciation Fund           -Growth Portfolio
         -Money Market Fund               NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
         -Government Bond Fund                -Balanced Portfolio
         -Total Return Fund               TCI PORTFOLIOS, INC.:
                                              -TCI Advantage
</TABLE>
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.
Nationwide Life and Annuity Insurance Company guarantees to keep the Policy in
force during the first three years so long as the Minimum Premium requirement
has been met.  

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

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

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

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

   
COMPANY- Nationwide Life and Annuity Insurance Company.  
    

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

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 5%.  

   
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 of premiums that must be paid during the first
three Policy Years to guarantee the Policy remains in force.  

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

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

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

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

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

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

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

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

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

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.  

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

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

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

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

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





                                       2
<PAGE>   6

<TABLE>
   
                              TABLE OF CONTENTS
<S>                                                                                                    <C>
GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SUMMARY OF THE POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                Variable Life Insurance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                The Variable Account and its Sub-Accounts   . . . . . . . . . . . . . . . . . . . . . .  5
                The Fixed Account   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                Deductions and Charges  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
                Premiums  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
THE VARIABLE ACCOUNT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                Investments of the Variable Account   . . . . . . . . . . . . . . . . . . . . . . . . .  8
                Fidelity Variable Insurance Products Fund   . . . . . . . . . . . . . . . . . . . . . .  8
                Nationwide Separate Account Trust   . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                Neuberger & Berman Advisers Management Trust  . . . . . . . . . . . . . . . . . . . . .  9
                TCI Portfolios, Inc., member of the Twentieth Century Family of Mutual Funds  . . . . .  10
                Reinvestment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                Transfers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                Dollar Cost Averaging   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                Substitution of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                Voting Rights   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
INFORMATION ABOUT THE POLICIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                Underwriting and Issuance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                -Minimum Requirements for Issuance of a Policy  . . . . . . . . . . . . . . . . . . . .  12
                -Premium Payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                Allocation of Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                Short-Term Right to Cancel Policy   . . . . . . . . . . . . . . . . . . . . . . . . . .  12
POLICY CHARGES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                Deductions from Premiums  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                Surrender Charges   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                -Reductions to Surrender Charges  . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                Deductions from Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                -Monthly Cost of Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                -Monthly Administrative Charge  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                -Increase Charge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                Deductions from the Sub-Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
HOW THE CASH VALUE VARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                How the Investment Experience is Determined   . . . . . . . . . . . . . . . . . . . . .  15
                Net Investment Factor   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                Valuation of Assets   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                Determining the Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                Valuation Periods and Valuation Dates   . . . . . . . . . . . . . . . . . . . . . . . .  16
SURRENDERING THE POLICY FOR CASH  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                Right to Surrender  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                Cash Surrender Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                Partial Surrenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  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   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
CHANGES OF INVESTMENT POLICY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
GRACE PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                -First Three Policy Years   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                -Policy Years Four and After  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>
    





                                       3
<PAGE>   7
   
<TABLE>
<S>                                                                                                      <C>
                -All Policy Years   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
THE FIXED ACCOUNT OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
CHANGES IN EXISTING INSURANCE COVERAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                Specified Amount Increases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                Specified Amount Decreases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                Changes in the Death Benefit Option   . . . . . . . . . . . . . . . . . . . . . . . . .  22
OTHER POLICY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                Policy Owner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                Beneficiary   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                Incontestability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                Error in Age or Sex   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                Suicide   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                Nonparticipating Policies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
LEGAL CONSIDERATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
DISTRIBUTION OF THE POLICIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
ADVERTISING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
REGISTRATION STATEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
LEGAL OPINIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
APPENDIX 1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
APPENDIX 2  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
</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.





                                       4
<PAGE>   8
                           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.  Nationwide Life and Annuity Insurance Company guarantees
to keep the Policy in force during the first three years so long as certain
requirements have been met (see "Underwriting and Issuance").

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

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS

   
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued.  The Policy Owner selects the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value").  When the Policy is
issued, the Policy's Net Premiums not allocated to the Fixed Account will be
placed in the Nationwide Separate Account Trust Money Market Fund until the
expiration of the period in which the Policy Owner may exercise his or her
short-term right to cancel the Policy (see "Short-Term Right to Cancel Policy").
Assets of each sub-account are invested at Net Asset Value in shares of a
corresponding underlying Mutual Fund options.  For a description of the
underlying Mutual Fund options and their investment objectives, see
"Investments of the Variable Account".
    

THE FIXED ACCOUNT

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

DEDUCTIONS AND CHARGES

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

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

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

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

1.    monthly cost of insurance; plus

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

3.    an administrative expense charge.  This charge is $25 per month in the
      first year and $5 per month in renewal years.  The charge in renewal
      years may be increased at the sole discretion of the Company but may not
      exceed $7.50 per month; plus





                                       5
<PAGE>   9
4.    an increase charge per $1000 applied to any increase in the Specified
      Amount.  The increase charge is $2.04 per year per $1000 and is shown on
      the policy data page.  This charge is designed to cover the costs
      associated with increasing the Specified Amount (see "Policy Charges").
      This charge will be deducted on each Monthly Anniversary Day for the
      first 12 months after the increase becomes effective.

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

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

<TABLE>
<CAPTION>
                               Initial Specified Amount $50,000-$99,999
        Issue       Male               Female                Male               Female
         Age     Non-Tobacco         Non-Tobacco           Standard            Standard
         <S>     <C>                 <C>                  <C>                 <C>
         25         $7.776              $7.521               $8.369              $7.818
         35          8.817               8.398                9.811               8.891
         45         12.191              11.396               13.887              12.169
         55         15.636              14.011               18.415              15.116
         65         22.295              19.086               26.577              20.641
</TABLE>
<TABLE>
<CAPTION>
                                   Initial Specified Amount $100,000+ 
        Issue       Male               Female                Male               Female
         Age     Non-Tobacco         Non-Tobacco           Standard            Standard
         <S>     <C>                 <C>                  <C>                 <C>
          25       $5.776              $5.521               $6.369              $5.818 
          35        6.817               6.398                7.811               6.891 
          45        9.691               8.896               11.387               9.669 
          55       13.136              11.511               15.915              12.616 
          65       21.295              18.086               25.577              19.641 
</TABLE> 

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

   
<TABLE>
     <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%
    
</TABLE>




                                       6
<PAGE>   10
   
<TABLE>
<S>                                                                    <C>
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  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 reimbursements, 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 equal to three
minimum monthly premiums.   A Policy may be issued to an Insured up to age 80.

   
For a limited time,  the Policy Owner has  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 Policy Date.   Any  due and unpaid  monthly deductions  will be subtracted
from  the Cash Value at this time.  Insurance will not be effective until the
Initial  Premium is paid.  The Initial Premium is shown on the policy data
page.

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

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

   
The Policy Owner may pay the Initial Premium  to the Company at the Company's 
Home  Office or to an authorized agent.  All  premiums after the  first are 
payable at the Company's Home Office.  Premium receipts will be furnished 
upon request.
    

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

                 NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

   
Nationwide Life and Annuity Company (the "Company"), formerly the 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 is a member of the Nationwide Insurance Enterprise which includes
Nationwide Life Insurance Company, Nationwide Indemnity Company, Nationwide
Mutual Insurance Company, Nationwide Mutual Fire Insurance Company, Nationwide
Property and Casualty Insurance Company, National Casualty Company, West Coast
Life Insurance Company, Scottsdale Indemnity Company and Nationwide General
Insurance Company.  The Company's Home Office is at One Nationwide Plaza,
Columbus, Ohio 43216.
    

   
The Company offers a 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").
    





                                       7
<PAGE>   11
                              THE VARIABLE ACCOUNT

   
The Nationwide VL Separate Account-A (formerly the 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
Insurance Company, One Nationwide Plaza, Columbus, Ohio 43216 serves as trustee
for the trust.  Nationwide Financial Services, Inc., One Nationwide Plaza,
Columbus, Ohio 43216 serves as principal underwriter for the trust.  Such
registration does not involve supervision of the management of the Variable
Account or the Company by the Securities and Exchange Commission.
    

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

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

INVESTMENTS OF THE VARIABLE ACCOUNT

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

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

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

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

2.    Nationwide Separate Account Trust, managed by Nationwide Financial
      Services, Inc.;

3.    Neuberger & Berman Advisers Management Trust, managed by Neuberger &
      Berman Management Incorporated; and

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

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

The Fund is an open-end, diversified, management investment company organized
as a Massachusetts business trust on November 13, 1981.  The Fund's shares are
purchased by insurance companies to fund





                                       8
<PAGE>   12
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 narrow product line or whose securities are thinly traded.  These
      later securities will often involve greater risk than may be found in the
      ordinary investment security.  FMR's analysis and expertise plays an
      integral role in the selection of securities and, therefore, the
      performance of the Portfolio.  Many securities which FMR believes would
      have the greatest potential may be regarded as speculative, and
      investment in the Portfolio may involve greater risk than is inherent in
      other mutual funds.  It is also important to point out that the Portfolio
      makes most sense for you if you can afford to ride out changes in the
      stock market, because it invests primarily in common stocks.  FMR also
      can make temporary investments in securities such as investment-grade
      bonds, high-quality preferred stocks and short-term notes, for defensive
      purposes when it believes market conditions warrant.

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 Company's sole stockholder).

- -     CAPITAL APPRECIATION FUND

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

- -     MONEY MARKET FUND

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

- -     GOVERNMENT BOND FUND

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

- -     TOTAL RETURN FUND (FORMERLY COMMON STOCK 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





                                       9
<PAGE>   13
      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., MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS

TCI Portfolios, Inc. was organized as a Maryland corporation in 1987.  It is a
diversified, open-end management 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 Contract Owners will receive cash from the Company.)

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 Fund options.  The distribution of additional
shares will not affect the number of Accumulation Units attributable to a
particular Policy (see "Allocation of Cash Value").

TRANSFERS

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

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

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

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





                                       10
<PAGE>   14
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 Policy 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
Policy Owner to utilize Dollar Cost Averaging, a long-term investment program
which provides for regular, level investments over time.  The Company makes no
guarantees that Dollar Cost Averaging will result in a profit or protect
against loss in a declining market.  To qualify for Dollar Cost Averaging there
must be a minimum total Cash Value, less Policy Indebtedness, of $15,000.
Transfers for purposes of Dollar Cost Averaging can only be made from the Money
Market sub-account 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 Policy 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 Policy Owner instructs the Company in writing to
cancel the monthly transfers.
    

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

SUBSTITUTION OF SECURITIES

   
If shares of the above underlying Mutual 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 Fund
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 the shareholders of the underlying Mutual
Funds.  These shares will be voted in accordance with instructions 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 a result the Company determines
that it 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.
    

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

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





                                       11
<PAGE>   15
                       INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

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

- -Premium Payments

   
The Initial Premium for a Policy is payable in full at the Company's Home
Office.  Upon payment of an initial premium, temporary insurance may be
provided subject to a maximum amount.  The effective date of permanent
insurance coverage is dependent upon completion of all underwriting
requirements, payments 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
three Policy Years, the total premium payments less any Policy Indebtedness,
less any partial surrenders, and less any partial surrender fee must be greater
than or equal to the Minimum Premium requirement in order to guarantee the
Policy remains in force.  The Minimum Premium requirement is equal to the
monthly Minimum Premium multiplied by the number of completed policy months.
The monthly Minimum Premium is shown on the policy data page.

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





                                       12
<PAGE>   16
                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

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

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

SURRENDER CHARGES

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

<TABLE>
<CAPTION>
                                  Initial Specified Amount $50,000-$99,999
     Issue            Male                  Female                   Male                  Female
      Age         Non-Tobacco             Non-Tobacco              Standard               Standard
      <S>        <C>                     <C>                    <C>                     <C>
      25            $7.776                  $7.521                 $8.369                  $7.818
      35             8.817                   8.398                  9.811                   8.891
      45            12.191                  11.396                 13.887                  12.169
      55            15.636                  14.011                 18.415                  15.116
      65            22.295                  19.086                 26.577                  20.641
<CAPTION>
                                     Initial Specified Amount $100,000+
     Issue           Male                     Female                  Male                   Female
      Age         Non-Tobacco              Non-Tobacco              Standard                Standard
    <S>          <C>                     <C>                     <C>                    <C>
      25            $5.776                    $5.521                 $6.369                 $5.818
      35             6.817                     6.398                  7.811                  6.891
      45             9.691                     8.896                 11.387                  9.669
      55            13.136                    11.511                 15.915                 12.616
      65            21.295                    18.086                 25.577                 19.641
</TABLE>
The  Surrender Charge is comprised of two components:   an underwriting
surrender charge and sales surrender charge.  The underwriting surrender charge
varies by issue age in the following manner:

<TABLE>
<CAPTION>
            Issue            Specified Amounts          Specified Amounts
             Age            less than $100,000          $100,000 or more
          <S>            <C>                         <C>
             0-35                 $6.00                       $4.00
            36-55                  7.50                        5.00
            56-80                  7.50                        6.50
</TABLE>
   
The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records.  The Company does not expect to profit from the underwriting surrender
charges.  The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies.  Unrecovered expenses are borne by the
Company's general assets which may include profits, if any, from Mortality and
Expense Risk Charges (see "Deductions from the Sub-Accounts").  Additional
premiums and/or income earned on assets in the Variable Account have no effect
on these charges.  The remainder of the Surrender Charge which is not
attributable to the underwriting surrender charge component represents the
sales surrender charge component.  In no event will this component exceed 26
1/2% of the lesser of the Guideline Level Premium required in the first year or
the
    


                                       13
<PAGE>   17
   
premiums actually paid in the first year.  The purpose of the sales surrender
charge component is to reimburse the Company for some of the expenses incurred
in the distribution of the Policies.  The Company also deducts 3.5% of each
premium for sales load (see "Deductions from Premiums").
    

- -Reductions to Surrender Charges

The Surrender Charges are reduced in subsequent Policy Years in the following
manner:
<TABLE>
<CAPTION>
                        Surrender Charge                         Surrender Charge
       Completed        as a % of Initial       Completed        as a % of Initial
      Policy Years      Surrender Charges      Policy Years      Surrender Charges
           <S>                <C>                   <C>                <C>
           0                  100%                  5                   60%
           1                  100%                  6                   50%
           2                   90%                  7                   40%
           3                   80%                  8                   30%
           4                   70%                  9+                   0%
</TABLE>
   
Special guaranteed maximum Surrender Charges apply in Pennsylvania (see
Appendix 1).
    

DEDUCTIONS FROM CASH VALUE

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

1.    monthly cost of insurance charges; plus

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

3.    monthly administrative expense charge; plus

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

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

- -Monthly Cost of Insurance

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

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

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

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

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





                                       14
<PAGE>   18
- -Monthly Administrative Charge

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

- -Increase Charge

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

DEDUCTIONS FROM THE SUB-ACCOUNTS

The Company assumes certain risks for guaranteeing the mortality and expense
charges.  The mortality 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 on  a daily basis from the assets of the Variable
Account a charge to provide for mortality and expense risks.  This charge is
equivalent to an annual effective rate of 0.80% of the daily net assets of the
Variable Account.  On each Policy Anniversary beginning with the 10th, the
mortality and expense risk charge is reduced to 0.50% on an annual basis of the
daily net assets of the Variable Account, provided the Cash Surrender Value is
$25,000 or more on such anniversary.  To the extent that future levels of
mortality and expenses are less than or equal to those expected, the Company
may realize a profit from this charge.  The Surrender Charge may be
insufficient to recover certain expenses related to the sale of the Policies.
Unrecovered expenses are 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.
    

                           HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

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

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





                                       15
<PAGE>   19
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 0.80% of the daily Net Asset Value of the Variable Account.
      On each Policy Anniversary beginning with the 10th, the mortality and
      expense risk charge is reduced to 0.50% on an annual basis of the
      daily net assets of the Variable Account, provided the Cash Surrender
      Value is $25,000 or more on such anniversary.

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

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

VALUATION OF ASSETS

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

DETERMINING THE CASH VALUE

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

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

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

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





                                       16
<PAGE>   20
Stock Exchange, or by a Commercial Bank or a Savings and Loan, which is a
member of the Federal Deposit Insurance Corporation or other guarantor
institution, as defined by federal securities laws and regulations.  In some 
cases, the Company may require additional documentation of a customary nature.

CASH SURRENDER VALUE

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

PARTIAL SURRENDERS

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

1.    The minimum partial surrender is $500;

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

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

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

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

   
When a partial surrender is made, the Cash Value is reduced by the amount of
the partial surrender.  Under Death Benefit Option 1, the Specified Amount is
reduced by the amount of the partial surrender, unless the death benefit is
based on the applicable percentage of cash value.  In such a case, a partial
surrender will decrease the Specified Amount by the amount by which the partial
surrender exceeds the difference between the death benefit and Specified
Amount.  Partial surrender amounts must be first deducted from the values in
the Variable Account sub-accounts.  Partial surrenders will be deducted from
the Fixed Account only to the extent that insufficient values are available in
the Variable Account sub-accounts.  The Company reserves the right to deduct a
$25.00 fee from the partial surrender amount.
    

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

MATURITY PROCEEDS

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

INCOME TAX WITHHOLDING

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

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

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

                                       17
<PAGE>   21
                                  POLICY LOANS

TAKING A POLICY LOAN

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

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

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

EFFECT ON INVESTMENT PERFORMANCE

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

INTEREST

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

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

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

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





                                       18
<PAGE>   22
Policy Owner's Fund allocation factors in effect at the time of the repayment.
Each repayment may not be less than $50.  The Company reserves the right to
require that any loan repayments resulting from Policy loans transferred from
the Fixed Account must be first allocated to the Fixed Account.

                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

At issue, the Policy Owner selects the Specified Amount.

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

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

      The term "Applicable Percentage" means:

      1. 250% when the Insured is Attained Age 40 or less at the
         beginning of a Policy Year; and 
        
   
      2. when the Insured is above Attained Age 40, the percentage shown in 
         the "Applicable Percentage of Cash Value Table" shown in, this 
         provision.
    
         

<TABLE>
                  APPLICABLE PERCENTAGE OF CASH VALUE TABLE
<CAPTION>
    Attained        Percentage        Attained        Percentage        Attained        Percentage
      Age         of Cash Value         Age         of Cash Value         Age         of Cash Value

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

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

       50              185%              70              115%              90              105%
       51              178%              71              113%              91              104%
       52              171%              72              111%              92              103%
       53              164%              73              109%              93              102%
       54              157%              74              107%              94              101%
       55              150%              75              105%              95              100%
       56              146%              76              105%
       57              142%              77              105%
       58              138%              78              105%
       59              134%              79              105%
</TABLE>
PROCEEDS PAYABLE ON DEATH

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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.



                                       19
<PAGE>   23

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

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

                          CHANGES OF INVESTMENT POLICY

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

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

                                  GRACE PERIOD

- -First Three Policy Years

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

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

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

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

- -Policy Years Four and After

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

- -All Policy Years

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

                                 REINSTATEMENT

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

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

      2.         providing evidence of insurability satisfactory to the
                 Company;





                                       20
<PAGE>   24
   
      3.         paying an amount of premium equal to the sum of the Minimum
                 Monthly Premiums missed since the beginning of the Grace
                 Period, if the Policy terminated in the first three policy
                 years;
    

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

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

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

   
The effective date of a reinstated Policy will be the Monthly Anniversary Day
on or next following the date the application for reinstatement is approved by
the Company.  If 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 Fund allocation factors in effect at the start of the Grace
Period.

                            THE FIXED ACCOUNT OPTION

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

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

                     CHANGES IN EXISTING INSURANCE COVERAGE

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

SPECIFIED AMOUNT INCREASES

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

      1.         the request must be applied for in writing;

      2.         satisfactory evidence of insurability must be provided;

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

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

      5.         age limits are the same as for a new issue.





                                       21
<PAGE>   25
Any approved increase will have an effective date of the Monthly Anniversary
Day on or next following the date the Company approves the supplemental
application.  The Company reserves the right to limit the number of Specified
Amount increases to one each Policy Year.

SPECIFIED AMOUNT DECREASES

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

      1.         against insurance provided by the most recent increase;

      2.         against the next most recent increases successively; and

      3.         against insurance provided under the original application.

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

      1.         reduce the Specified Amount to less than $50,000; or

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

CHANGES IN THE DEATH BENEFIT OPTION

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

                            OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

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





                                       22
<PAGE>   26
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.

                          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.  

   
Nationwide Financial Services, Inc., One Nationwide Plaza, Columbus, Ohio 43216,
("NFS") acts as 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,
    



                                       23
<PAGE>   27
   
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 the Nationwide Investing Foundation,
Nationwide Separate Account Trust, Financial Horizons Investment Trust, and
Nationwide Investing Foundation II, which are open-end management investment
companies.
    

Gross first year commissions plus any expense allowance payments paid by the
Company on the sale of these policies provided by the General Distributor will
not exceed 80% of the target Premium plus 4% of any excess premium payments.
Gross renewal commissions in years 2-10 paid by the Company will not exceed 4%
of actual premium payment, and will not exceed 1% in years 11+.

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

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

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





                                       24
<PAGE>   28
A total surrender or cancellation of the policy by lapse or the maturity of the
Policy on its Maturity Date may have adverse tax consequences.  If the amount
received by the Policy Owner plus total Policy Indebtedness exceeds the
premiums paid into the Policy, the excess will generally be treated as taxable
income, regardless of whether or not the Policy is a modified endowment
contract.

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 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 each of which is a separate
investment account of the Company.
    

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

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

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

   
The Company does not presently own or lease any materially important 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.
    





                                       25
<PAGE>   29
                               COMPANY MANAGEMENT

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

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

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

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

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

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

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

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


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

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

 *Member, Executive Committee             +Member, Investment Committee

1)       Principal occupation for last five years.

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

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

   
Messrs. Gasper, Holloway, McFerson, Miller, Patterson and Shisler are directors
of Nationwide Corporation.  Messrs. Fuellgraf, McFerson, Ms.  Thomas and Mr.
Weihl are trustees of Nationwide Investing Foundation, a registered investment
company.  Mr. McFerson is a trustee of Nationwide Separate Account Trust,
Financial
    

                                       26
<PAGE>   30
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                          Senior 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
</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 Insurance
Enterprise.  Each of the executive officers listed above has been associated
with the registrant in an executive capacity for more than the past five years,
except Mr. Folk, who joined the Registrant in 1993.  From 1983-1993, Mr. Folk
served as a partner 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.

                            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.


                                       27
<PAGE>   31

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

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

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


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

        ISSUE          MALE               FEMALE               MALE               FEMALE
         AGE        NON-TOBACCO        NON-TOBACCO           STANDARD            STANDARD
       <S>          <C>                 <C>                 <C>                  <C>
         25           $7.776              $7.521              $8.369               $7.818
         35            8.817               8.398               9.811                8.891
         45           12.191              11.396              13.887               12.169
         55           15.636              14.011              18.415               15.116
         65           22.295              19.086              26.577               20.641

                                  Initial Specified Amount $100,000+

        ISSUE           MALE              FEMALE                MALE               FEMALE
         AGE        NON-TOBACCO         NON-TOBACCO           STANDARD            STANDARD
       <S>          <C>                 <C>                 <C>                  <C>
         25           $5.776              $5.521              $6.369               $5.818
         35            6.817               6.398               7.811                6.891
         45            9.691               8.896              11.387                9.669
         55           13.136              11.511              15.915               12.616
         65           21.295              18.086              25.577               19.641

                                   Reductions to Surrender Charges

                           SURRENDER CHARGE                                       SURRENDER CHARGE
     COMPLETED            AS A % OF INITIAL               COMPLETED              AS A % OF INITIAL
    POLICY YEARS          SURRENDER CHARGES             POLICY YEARS             SURRENDER CHARGES
      <S>                     <C>                           <C>                      <C>
         0                       100%                          5                         60%
         1                       100%                          6                         50%
         2                        90%                          7                         40%
         3                        80%                          8                         30%
         4                        70%                          9+                         0%
</TABLE>
The current Surrender  Charges are the same  for all states.  However, in
Pennsylvania  the guaranteed maximum Surrender Charges  are spread out over 14
years. The guaranteed maximum Surrender Charge in subsequent years in
Pennsylvania is reduced in the following manner:
<TABLE>
<CAPTION>
COMPLETED       SURRENDER CHARGE      COMPLETED     SURRENDER CHARGE   COMPLETED          SURRENDER CHARGE
  POLICY       AS A % OF INITIAL       POLICY       AS A % OF INITIAL   POLICY            AS A % OF INITIAL
  YEARS        SURRENDER CHARGES       YEARS        SURRENDER CHARGES   YEARS             SURRENDER CHARGES
                                                                            
 <S>               <C>                 <C>             <C>             <C>                    <C>
    0                 100%                5                60%            10                      20%
    1                 100%                6                50%            11                      15%
    2                  90%                7                40%            12                      10%
    3                  80%                8                30%            13                       5%
    4                  70%                9                25%            14+                      0%
</TABLE>
   
The illustrations of current  values in this prospectus are the same for
Pennsylvania.  However, the  illustrations of guaranteed values in this
prospectus  do not reflect guaranteed maximum Surrender Charges which are
spread out over 14 years.  If this contract is issued in Pennsylvania, please
contact the Home Office for an illustration.
    

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





                                       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 Indebtedness, no additional
premium payments are made, no Cash Values are allocated to the Fixed Account,
and there are no changes in the Specified Amount or death benefit option.

The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return.  This is
due to the daily charges made against the assets of the sub-accounts for
assuming mortality and expense risks.  The mortality and expense risk charges
are equivalent to an annual effective rate of 0.80% of the daily net asset
value of the Variable Account.  On each Policy Anniversary beginning with the
10th, the mortality and expense risk charge is reduced to 0.50% on an annual
basis of the daily net assets of the Variable Account, provided the Cash
Surrender Value is $25,000 or more on such anniversary. In addition, the net
investment returns also reflect the deduction of underlying Mutual Fund
investment advisory fees and other expenses which are equivalent to an annual
effective rate of 0.80% of the daily net asset value of the Variable Account.
This effective rate is based on the average of the fund expenses for the
preceding year for all mutual fund options available under the policy as of
April 30, 1995.

Considering current charges for mortality and expense risks and underlying
Mutual Fund expenses, gross annual rates of return of 0%, 6% and 12% correspond
to net investment experience at constant annual rates of -1.60%, 4.40% and
10.40%.  On each Policy Anniversary beginning with the 10th, the gross annual
rates of return of 0%, 6%, and 12% correspond to net investment experience at
constant annual rates of -1.30%, 4.70%, and 10.70%, provided the Cash Surrender
Value is $25,000 or more on such anniversary.  This is due to a guaranteed
reduction in the mortality and expense risk charge from an annual effective
rate of 0.80% to an annual effective rate of 0.50% if the aforementioned
conditions apply.

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

The illustrations also reflect the fact that the Company deducts a sales load
from each premium payment.  Current values reflect a deduction of 3.5% of each
premium payment up to Break Point Premium and 1.5% of any excess.  Guaranteed
values reflect a deduction of 3.5% of each premium payment.  The illustrations
also reflect the fact that the Company deducts a charge for state premium taxes
equal to 2.5% of all premium payments.

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

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

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





                                       30
<PAGE>   34
<TABLE>
                             DEATH BENEFIT OPTION 1
                 $750 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 45

<CAPTION>
                                                 CURRENT VALUES
                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
<S>       <C>     <C>        <C>     <C>       <C>     <C>      <C>       <C>     <C>      <C>      <C>
    1        750       788      241       0     50,000     268        0    50,000      296       0     50,000
    2        750     1,614      706     132     50,000     783      210    50,000      864     290     50,000
    3        750     2,483    1,154     637     50,000   1,310      794    50,000    1,480     964     50,000
    4        750     3,394    1,579   1,120     50,000   1,845    1,386    50,000    2,144   1,685     50,000
    5        750     4,351    1,981   1,579     50,000   2,386    1,985    50,000    2,860   2,459     50,000
    6        750     5,357    2,362   2,018     50,000   2,937    2,592    50,000    3,636   3,292     50,000
    7        750     6,412    2,727   2,440     50,000   3,502    3,215    50,000    4,483   4,196     50,000
    8        750     7,520    3,071   2,842     50,000   4,077    3,847    50,000    5,404   5,174     50,000
    9        750     8,683    3,395   3,223     50,000   4,663    4,491    50,000    6,407   6,235     50,000
   10        750     9,905    3,698   3,698     50,000   5,262    5,262    50,000    7,503   7,503     50,000

   15        750    16,993    4,785   4,785     50,000   8,326    8,326    50,000   14,657  14,657     50,000
   20        750    26,039    4,747   4,747     50,000  11,163   11,163    50,000   25,820  25,820     50,000
   25        750    37,585    2,779   2,779     50,000  13,084   13,084    50,000   44,987  44,987     52,185
   30        750    52,321      (*)     (*)        (*)  12,846   12,846    50,000   77,324  77,324     82,737
   35        750    71,127      (*)     (*)        (*)   7,510    7,510    50,000  130,329 130,329    136,846
</TABLE>

(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.
(*)      UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       31
<PAGE>   35

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

                               GUARANTEED VALUES
<CAPTION>
                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>       <C>    <C>       <C>     <C>       <C>      <C>      <C>      <C>     <C>      <C>       <C>
    1        750       788      175       0     50,000     200        0    50,000     226        0    50,000
    2        750     1,614      540       0     50,000     608       34    50,000     679      105    50,000
    3        750     2,483      881     365     50,000   1,015      498    50,000   1,161      644    50,000
    4        750     3,394    1,198     739     50,000   1,420      961    50,000   1,672    1,213    50,000
    5        750     4,351    1,489   1,087     50,000   1,823    1,421    50,000   2,216    1,814    50,000
    6        750     5,357    1,751   1,407     50,000   2,219    1,875    50,000   2,792    2,448    50,000
    7        750     6,412    1,982   1,695     50,000   2,605    2,318    50,000   3,401    3,115    50,000
    8        750     7,520    2,178   1,948     50,000   2,977    2,748    50,000   4,044    3,814    50,000
    9        750     8,683    2,333   2,161     50,000   3,330    3,157    50,000   4,718    4,546    50,000
   10        750     9,905    2,445   2,445     50,000   3,657    3,657    50,000   5,425    5,425    50,000

   15        750    16,993    2,199   2,199     50,000   4,731    4,731    50,000   9,486    9,486    50,000
   20        750    26,039      (*)     (*)        (*)   3,966    3,966    50,000  14,446   14,446    50,000
   25        750    37,585      (*)     (*)        (*)     (*)      (*)       (*)  20,249   20,249    50,000
   30        750    52,321      (*)     (*)        (*)     (*)      (*)       (*)  27,165   27,165    50,000
   35        750    71,127      (*)     (*)        (*)     (*)      (*)       (*)  37,284   37,284    50,000
</TABLE>

(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       32
<PAGE>   36

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

<CAPTION>
                                                                 CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>      <C>     <C>       <C>     <C>       <C>      <C>      <C>      <C>     <C>      <C>      <C>
    1        750       788      240       0     50,240     267        0    50,267     294        0    50,294
    2        750     1,614      702     128     50,702     779      205    50,779     859      285    50,859
    3        750     2,483    1,145     628     51,145   1,300      784    51,300   1,469      952    51,469
    4        750     3,394    1,563   1,104     51,563   1,826    1,367    51,826   2,122    1,663    52,122
    5        750     4,351    1,956   1,555     51,956   2,356    1,954    52,356   2,823    2,421    52,823
    6        750     5,357    2,326   1,982     52,326   2,891    2,546    52,891   3,577    3,233    53,577
    7        750     6,412    2,677   2,391     52,677   3,436    3,149    53,436   4,395    4,108    54,395
    8        750     7,520    3,005   2,775     53,005   3,985    3,756    53,985   5,277    5,047    55,277
    9        750     8,683    3,309   3,137     53,309   4,540    4,368    54,540   6,230    6,058    56,230
   10        750     9,905    3,590   3,590     53,590   5,100    5,100    55,100   7,261    7,261    57,261

   15        750    16,993    4,508   4,508     54,508   7,815    7,815    57,815  13,712   13,712    63,712
   20        750    26,039    4,169   4,169     54,169   9,813    9,813    59,813  22,659   22,659    72,659
   25        750    37,585    1,809   1,809     51,809   9,931    9,931    59,931  34,844   34,844    84,844
   30        750    52,321      (*)     (*)        (*)   6,336    6,336    56,336  50,867   50,867   100,867
   35        750    71,127      (*)     (*)        (*)     (*)      (*)       (*)  70,540   70,540   120,540
</TABLE>

(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       33
<PAGE>   37

<TABLE>
                             DEATH BENEFIT OPTION 2
                 $750 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 45
<CAPTION>
                                                                GUARANTEED VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>       <C>    <C>       <C>     <C>       <C>      <C>      <C>      <C>     <C>      <C>       <C>
    1        750       788      173       0     50,173     198        0    50,198     224        0    50,224
    2        750     1,614      534       0     50,534     602       28    50,602     672       99    50,672
    3        750     2,483      870     354     50,870   1,002      486    51,002   1,146      630    51,146
    4        750     3,394    1,179     720     51,179   1,398      939    51,398   1,646    1,187    51,646
    5        750     4,351    1,460   1,058     51,460   1,787    1,385    51,787   2,172    1,770    52,172
    6        750     5,357    1,710   1,366     51,710   2,165    1,821    52,165   2,723    2,379    52,723
    7        750     6,412    1,925   1,638     51,925   2,529    2,242    52,529   3,299    3,012    53,299
    8        750     7,520    2,102   1,873     52,102   2,871    2,642    52,871   3,896    3,667    53,896
    9        750     8,683    2,236   2,064     52,236   3,187    3,015    53,187   4,512    4,340    54,512
   10        750     9,905    2,323   2,323     52,323   3,471    3,471    53,471   5,142    5,142    55,142

   15        750    16,993    1,909   1,909     51,909   4,161    4,161    54,161   8,382    8,382    58,382
   20        750    26,039      (*)     (*)        (*)   2,670    2,670    52,670  10,970   10,970    60,970
   25        750    37,585      (*)     (*)        (*)     (*)      (*)       (*)  10,552   10,552    60,552
   30        750    52,321      (*)     (*)        (*)     (*)      (*)       (*)   2,076    2,076    52,076
</TABLE>

(1)      ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       34
<PAGE>   38

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

<CAPTION>
                                                    CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>        <C>     <C>       <C>     <C>      <C>       <C>     <C>       <C>     <C>
    1      1,200     1,260      493       0     50,000     540        0    50,000      587       0     50,000
    2      1,200     2,583    1,195     502     50,000   1,328      635    50,000    1,466     773     50,000
    3      1,200     3,972    1,862   1,238     50,000   2,125    1,502    50,000    2,411   1,788     50,000
    4      1,200     5,431    2,489   1,935     50,000   2,929    2,375    50,000    3,426   2,872     50,000
    5      1,200     6,962    3,070   2,585     50,000   3,731    3,246    50,000    4,509   4,024     50,000
    6      1,200     8,570    3,605   3,189     50,000   4,534    4,119    50,000    5,673   5,257     50,000
    7      1,200    10,259    4,087   3,740     50,000   5,330    4,984    50,000    6,918   6,571     50,000
    8      1,200    12,032    4,507   4,230     50,000   6,111    5,833    50,000    8,247   7,970     50,000
    9      1,200    13,893    4,868   4,660     50,000   6,877    6,669    50,000    9,675   9,467     50,000
   10      1,200    15,848    5,160   5,160     50,000   7,621    7,621    50,000   11,207  11,207     50,000

   15      1,200    27,189    5,361   5,361     50,000  10,798   10,798    50,000   20,938  20,938     50,000
   20      1,200    41,663    2,465   2,465     50,000  12,184   12,184    50,000   36,920  36,920     50,000
   25      1,200    60,136      (*)     (*)        (*)   9,324    9,324    50,000   66,534  66,534     69,861
   30      1,200    83,713      (*)     (*)        (*)     (*)      (*)       (*)  114,688 114,688    120,423
   35      1,200   113,804      (*)     (*)        (*)     (*)      (*)       (*)  190,213 190,213    199,723
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       35
<PAGE>   39

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

<CAPTION>
                                                    GUARANTEED VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
   <S>     <C>      <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
    1      1,200     1,260      288       0     50,000     328        0    50,000     369        0    50,000
    2      1,200     2,583      730      37     50,000     835      142    50,000     947      254    50,000
    3      1,200     3,972    1,113     490     50,000   1,312      689    50,000   1,530      907    50,000
    4      1,200     5,431    1,434     879     50,000   1,752    1,198    50,000   2,117    1,563    50,000
    5      1,200     6,962    1,683   1,198     50,000   2,146    1,661    50,000   2,700    2,215    50,000
    6      1,200     8,570    1,855   1,439     50,000   2,485    2,069    50,000   3,272    2,856    50,000
    7      1,200    10,259    1,940   1,594     50,000   2,756    2,409    50,000   3,824    3,478    50,000
    8      1,200    12,032    1,926   1,649     50,000   2,943    2,666    50,000   4,344    4,066    50,000
    9      1,200    13,893    1,798   1,590     50,000   3,028    2,820    50,000   4,814    4,607    50,000
   10      1,200    15,848    1,542   1,542     50,000   2,991    2,991    50,000   5,220    5,220    50,000

   15      1,200    27,189      (*)     (*)        (*)     106      106    50,000   5,495    5,495    50,000
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       36
<PAGE>   40

<TABLE>
                             DEATH BENEFIT OPTION 2
                $1,200 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 55
<CAPTION>
                                                CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                              Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
   <S>     <C>     <C>        <C>     <C>       <C>      <C>      <C>      <C>     <C>      <C>       <C>
    1      1,200     1,260      487       0     50,487     534        0    50,534     581        0    50,581
    2      1,200     2,583    1,180     487     51,180   1,311      618    51,311   1,448      755    51,448
    3      1,200     3,972    1,831   1,207     51,831   2,090    1,466    52,090   2,371    1,747    52,371
    4      1,200     5,431    2,436   1,882     52,436   2,865    2,311    52,865   3,350    2,796    53,350
    5      1,200     6,962    2,986   2,501     52,986   3,628    3,143    53,628   4,381    3,896    54,381
    6      1,200     8,570    3,483   3,067     53,483   4,377    3,961    54,377   5,471    5,055    55,471
    7      1,200    10,259    3,917   3,570     53,917   5,102    4,755    55,102   6,613    6,267    56,613
    8      1,200    12,032    4,279   4,002     54,279   5,791    5,514    55,791   7,803    7,526    57,803
    9      1,200    13,893    4,570   4,362     54,570   6,443    6,235    56,443   9,045    8,837    59,045
   10      1,200    15,848    4,781   4,781     54,781   7,044    7,044    57,044  10,334   10,334    60,334

   15      1,200    27,189    4,390   4,390     54,390   8,915    8,915    58,915  17,325   17,325    67,325
   20      1,200    41,663      776     776     50,776   7,486    7,486    57,486  24,406   24,406    74,406
   25      1,200    60,136      (*)     (*)        (*)     (*)      (*)       (*)  29,600   29,600    79,600
   30      1,200    83,713      (*)     (*)        (*)     (*)      (*)       (*)  27,765   27,765    77,765
   35      1,200   113,804      (*)     (*)        (*)     (*)      (*)       (*)   9,106    9,106    59,106
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       37
<PAGE>   41

<TABLE>
                             DEATH BENEFIT OPTION 2
                $1,200 ANNUAL PREMIUM:  $50,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 55
<CAPTION>
                                              GUARANTEED VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
   <S>     <C>      <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
    1      1,200     1,260      280       0     50,280     320        0    50,320     361        0    50,361
    2      1,200     2,583      710      17     50,710     813      120    50,813     921      228    50,921
    3      1,200     3,972    1,074     450     51,074   1,266      643    51,266   1,478      854    51,478
    4      1,200     5,431    1,368     814     51,368   1,674    1,119    51,674   2,023    1,468    52,023
    5      1,200     6,962    1,585   1,100     51,585   2,023    1,538    52,023   2,546    2,061    52,546
    6      1,200     8,570    1,718   1,302     51,718   2,304    1,888    52,304   3,036    2,620    53,036
    7      1,200    10,259    1,758   1,411     51,758   2,504    2,157    52,504   3,481    3,134    53,481
    8      1,200    12,032    1,693   1,415     51,693   2,605    2,327    52,605   3,860    3,582    53,860
    9      1,200    13,893    1,510   1,302     51,510   2,588    2,380    52,588   4,151    3,943    54,151
   10      1,200    15,848    1,199   1,199     51,199   2,434    2,434    52,434   4,332    4,332    54,332

   15      1,200    27,189      (*)     (*)        (*)     (*)      (*)       (*)   2,609    2,609    52,609
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       38
<PAGE>   42

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

<CAPTION>
                                                 CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>      <C>       <C>
    1      1,500     1,575      799       0    100,000     864        0   100,000      928      31    100,000
    2      1,500     3,229    1,803     905    100,000   1,989    1,091   100,000    2,183   1,286    100,000
    3      1,500     4,965    2,771   1,963    100,000   3,143    2,335   100,000    3,547   2,739    100,000
    4      1,500     6,788    3,704   2,986    100,000   4,328    3,610   100,000    5,031   4,313    100,000
    5      1,500     8,703    4,604   3,976    100,000   5,546    4,918   100,000    6,650   6,022    100,000
    6      1,500    10,713    5,472   4,933    100,000   6,800    6,262   100,000    8,420   7,881    100,000
    7      1,500    12,824    6,297   5,848    100,000   8,081    7,632   100,000   10,345   9,897    100,000
    8      1,500    15,040    7,069   6,710    100,000   9,379    9,020   100,000   12,433  12,074    100,000
    9      1,500    17,367    7,790   7,521    100,000  10,698   10,428   100,000   14,704  14,435    100,000
   10      1,500    19,810    8,451   8,451    100,000  12,028   12,028   100,000   17,170  17,170    100,000
   15      1,500    33,986   11,068  11,068    100,000  19,125   19,125   100,000   33,766  33,766    100,000
   20      1,500    52,079   11,929  11,929    100,000  26,663   26,663   100,000   61,182  61,182    100,000

   25      1,500    75,170    9,916   9,916    100,000  34,418   34,418   100,000  107,751 107,751    124,991
   30      1,500   104,641    2,735   2,735    100,000  41,087   41,087   100,000  184,431 184,431    197,341
   35      1,500   142,254      (*)     (*)        (*)  44,522   44,522   100,000  310,217 310,217    325,728
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       39
<PAGE>   43

<TABLE>
                             DEATH BENEFIT OPTION 1
               $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 45
<CAPTION>
                                                  GUARANTEED VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return
                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>    <C>      <C>        <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>
    1      1,500     1,575      751       0    100,000     814        0   100,000      878       0    100,000
    2      1,500     3,229    1,675     777    100,000   1,854      956   100,000    2,041   1,144    100,000
    3      1,500     4,965    2,558   1,750    100,000   2,913    2,105   100,000    3,298   2,490    100,000
    4      1,500     6,788    3,399   2,681    100,000   3,989    3,271   100,000    4,655   3,937    100,000
    5      1,500     8,703    4,196   3,567    100,000   5,082    4,453   100,000    6,122   5,494    100,000
    6      1,500    10,713    4,945   4,406    100,000   6,187    5,649   100,000    7,707   7,168    100,000
    7      1,500    12,824    5,642   5,193    100,000   7,302    6,853   100,000    9,417   8,969    100,000
    8      1,500    15,040    6,282   5,923    100,000   8,421    8,062   100,000   11,262  10,903    100,000
    9      1,500    17,367    6,858   6,588    100,000   9,537    9,268   100,000   13,251  12,982    100,000
   10      1,500    19,810    7,365   7,365    100,000  10,646   10,646   100,000   15,395  15,395    100,000
   15      1,500    33,986    8,667   8,667    100,000  15,879   15,879   100,000   29,121  29,121    100,000
   20      1,500    52,079    7,003   7,003    100,000  19,687   19,687   100,000   50,746  50,746    100,000
   25      1,500    75,170      (*)     (*)        (*)  19,705   19,705   100,000   87,111  87,111    101,049
   30      1,500   104,641      (*)     (*)        (*)  10,491   10,491   100,000  149,298 149,298    159,749
   35      1,500   142,254      (*)     (*)        (*)     (*)      (*)       (*)  250,764 250,764    263,302
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       40
<PAGE>   44

<TABLE>
                             DEATH BENEFIT OPTION 2
               $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 45
<CAPTION>
                                               CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
    1      1,500     1,575      796       0    100,796     860        0   100,860      925      27    100,925
    2      1,500     3,229    1,793     896    101,793   1,978    1,081   101,978    2,171   1,274    102,171
    3      1,500     4,965    2,751   1,943    102,751   3,120    2,313   103,120    3,521   2,713    103,521
    4      1,500     6,788    3,670   2,952    103,670   4,288    3,570   104,288    4,983   4,265    104,983
    5      1,500     8,703    4,552   3,924    104,552   5,482    4,853   105,482    6,571   5,942    106,571
    6      1,500    10,713    5,397   4,858    105,397   6,704    6,165   106,704    8,296   7,758    108,296
    7      1,500    12,824    6,193   5,745    106,193   7,942    7,494   107,942   10,161   9,712    110,161
    8      1,500    15,040    6,931   6,572    106,931   9,187    8,828   109,187   12,167  11,808    112,167
    9      1,500    17,367    7,610   7,341    107,610  10,437   10,168   110,437   14,329  14,060    114,329
   10      1,500    19,810    8,221   8,221    108,221  11,682   11,682   111,682   16,651  16,651    116,651

   15      1,500    33,986   10,477  10,477    110,477  18,031   18,031   118,031   31,632  31,632    131,632
   20      1,500    52,079   10,710  10,710    110,710  23,760   23,760   123,760   54,303  54,303    154,303
   25      1,500    75,170    7,771   7,771    107,771  27,485   27,485   127,485   87,582  87,582    187,582
   30      1,500   104,641      (*)     (*)        (*)  26,171   26,171   126,171  135,472 135,472    235,472
   35      1,500   142,254      (*)     (*)        (*)  13,912   13,912   113,912  202,743 202,743    302,743
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       41
<PAGE>   45

<TABLE>
                             DEATH BENEFIT OPTION 2
               $1,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 45
<CAPTION>
                                               GUARANTEED VALUES
                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>        <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
    1      1,500     1,575      748       0    100,748     810        0   100,810     873        0   100,873
    2      1,500     3,229    1,664     766    101,664   1,842      944   101,842   2,028    1,131   102,028
    3      1,500     4,965    2,536   1,728    102,536   2,887    2,080   102,887   3,269    2,461   103,269
    4      1,500     6,788    3,361   2,643    103,361   3,944    3,226   103,944   4,602    3,884   104,602
    5      1,500     8,703    4,137   3,509    104,137   5,009    4,381   105,009   6,033    5,405   106,033
    6      1,500    10,713    4,861   4,322    104,861   6,079    5,540   106,079   7,567    7,029   107,567
    7      1,500    12,824    5,525   5,077    105,525   7,146    6,697   107,146   9,209    8,760   109,209
    8      1,500    15,040    6,126   5,767    106,126   8,204    7,845   108,204  10,961   10,602   110,961
    9      1,500    17,367    6,655   6,386    106,655   9,243    8,974   109,243  12,826   12,557   112,826
   10      1,500    19,810    7,108   7,108    107,108  10,257   10,257   110,257  14,809   14,809   114,809

   15      1,500    33,986    7,992   7,992    107,992  14,608   14,608   114,608  26,644   26,644   126,644
   20      1,500    52,079    5,673   5,673    105,673  16,391   16,391   116,391  42,448   42,448   142,448
   25      1,500    75,170      (*)     (*)        (*)  12,425   12,425   112,425  61,419   61,419   161,419
   30      1,500   104,641      (*)     (*)        (*)     (*)      (*)       (*)  80,800   80,800   180,800
   35      1,500   142,254      (*)     (*)        (*)     (*)      (*)       (*)  92,554   92,554   192,554
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       42
<PAGE>   46

<TABLE>
                             DEATH BENEFIT OPTION 1
               $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 55
<CAPTION>
                                               CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR    DEATH      CASH     SURR     DEATH
  YEAR    PAID      AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
    1      2,500     2,625    1,386     223    100,000   1,495      333   100,000    1,605     443    100,000
    2      2,500     5,381    2,961   1,799    100,000   3,275    2,112   100,000    3,602   2,439    100,000
    3      2,500     8,275    4,489   3,443    100,000   5,109    4,063   100,000    5,782   4,736    100,000
    4      2,500    11,314    5,949   5,019    100,000   6,982    6,052   100,000    8,147   7,217    100,000
    5      2,500    14,505    7,327   6,513    100,000   8,878    8,064   100,000   10,701   9,887    100,000
    6      2,500    17,855    8,626   7,929    100,000  10,805   10,107   100,000   13,471  12,773    100,000
    7      2,500    21,373    9,844   9,262    100,000  12,760   12,178   100,000   16,479  15,898    100,000
    8      2,500    25,066   10,965  10,500    100,000  14,732   14,267   100,000   19,743  19,278    100,000
    9      2,500    28,945   11,988  11,639    100,000  16,721   16,372   100,000   23,293  22,944    100,000
   10      2,500    33,017   12,919  12,919    100,000  18,735   18,735   100,000   27,174  27,174    100,000
   15      2,500    56,644   15,657  15,657    100,000  28,929   28,929   100,000   53,773  53,773    100,000
   20      2,500    86,798   13,769  13,769    100,000  39,070   39,070   100,000   99,843  99,843    106,832
   25      2,500   125,284    3,152   3,152    100,000  47,636   47,636   100,000  178,503 178,503    187,428
   30      2,500   174,402      (*)     (*)        (*)  51,634   51,634   100,000  304,551 304,551    319,778
   35      2,500   237,091      (*)     (*)        (*)  43,079   43,079   100,000  502,828 502,828    527,969
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       43
<PAGE>   47

<TABLE>
                             DEATH BENEFIT OPTION 1
               $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 55
<CAPTION>
                                            GUARANTEED VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>        <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>
    1      2,500     2,625    1,212      50    100,000   1,316      154   100,000    1,421     258    100,000
    2      2,500     5,381    2,542   1,380    100,000   2,832    1,670   100,000    3,135   1,973    100,000
    3      2,500     8,275    3,778   2,732    100,000   4,340    3,294   100,000    4,953   3,906    100,000
    4      2,500    11,314    4,913   3,983    100,000   5,833    4,903   100,000    6,878   5,948    100,000
    5      2,500    14,505    5,937   5,123    100,000   7,301    6,488   100,000    8,915   8,101    100,000
    6      2,500    17,855    6,842   6,145    100,000   8,735    8,037   100,000   11,070  10,372    100,000
    7      2,500    21,373    7,617   7,036    100,000  10,121    9,540   100,000   13,348  12,767    100,000
    8      2,500    25,066    8,245   7,780    100,000  11,443   10,978   100,000   15,753  15,288    100,000
    9      2,500    28,945    8,708   8,359    100,000  12,682   12,333   100,000   18,289  17,940    100,000
   10      2,500    33,017    8,989   8,989    100,000  13,818   13,818   100,000   20,963  20,963    100,000
   15      2,500    56,644    7,002   7,002    100,000  17,234   17,234   100,000   37,407  37,407    100,000
   20      2,500    86,798      (*)     (*)        (*)  12,880   12,880   100,000   62,409  62,409    100,000
   25      2,500   125,284      (*)     (*)        (*)     (*)      (*)       (*)  109,545 109,545    115,023
   30      2,500   174,402      (*)     (*)        (*)     (*)      (*)       (*)  190,458 190,458    199,981
   35      2,500   237,091      (*)     (*)        (*)     (*)      (*)       (*)  314,104 314,104    329,809

</TABLE>
(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       44
<PAGE>   48

<TABLE>
                             DEATH BENEFIT OPTION 2
               $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 55
<CAPTION>
                                              CURRENT VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR    DEATH      CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE    VALUE   BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>       <C>     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
    1      2,500     2,625    1,374     211    101,374   1,482      320   101,482    1,591     429    101,591
    2      2,500     5,381    2,927   1,764    102,927   3,236    2,074   103,236    3,559   2,397    103,559
    3      2,500     8,275    4,419   3,373    104,419   5,029    3,983   105,029    5,691   4,645    105,691
    4      2,500    11,314    5,832   4,902    105,832   6,841    5,911   106,841    7,980   7,050    107,980
    5      2,500    14,505    7,144   6,330    107,144   8,651    7,837   108,651   10,420   9,607    110,420
    6      2,500    17,855    8,362   7,664    108,362  10,463    9,765   110,463   13,032  12,335    113,032
    7      2,500    21,373    9,478   8,897    109,478  12,268   11,687   112,268   15,824  15,242    115,824
    8      2,500    25,066   10,477  10,012    110,477  14,049   13,584   114,049   18,794  18,329    118,794
    9      2,500    28,945   11,354  11,005    111,354  15,797   15,448   115,797   21,956  21,607    121,956
   10      2,500    33,017   12,115  12,115    112,115  17,516   17,516   117,516   25,333  25,333    125,333
   15      2,500    56,644   13,550  13,550    113,550  24,855   24,855   124,855   46,145  46,145    146,145
   20      2,500    86,798    9,551   9,551    109,551  28,172   28,172   128,172   73,441  73,441    173,441
   25      2,500   125,284      (*)     (*)        (*)  22,016   22,016   122,016  106,695 106,695    206,695
   30      2,500   174,402      (*)     (*)        (*)     (*)      (*)       (*)  141,554 141,554    241,554
   35      2,500   237,091      (*)     (*)        (*)     (*)      (*)       (*)  168,976 168,976    268,976
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND A MONTHLY
         ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR AND
         $5.00 THEREAFTER.  CURRENT VALUES REFLECT A 6% OF PREMIUM CHARGE ON
         ALL PREMIUMS UP TO THE BREAK POINT PREMIUM AND 4% ON PREMIUMS IN
         EXCESS OF BREAK POINT FOR ANY SINGLE POLICY YEAR.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       45
<PAGE>   49

<TABLE>
                             DEATH BENEFIT OPTION 2
               $2,500 ANNUAL PREMIUM:  $100,000 SPECIFIED AMOUNT
                          MALE:  NON-TOBACCO:  AGE 55
<CAPTION>
                                              GUARANTEED VALUES

                                0.00% Hypothetical         6.00% Hypothetical         12.00% Hypothetical
                             Gross Investment Return     Gross Investment Return    Gross Investment Return

                                      CASH                       CASH                        CASH
          ANNUAL PREMIUMS    CASH     SURR     DEATH     CASH    SURR     DEATH     CASH     SURR     DEATH
  YEAR     PAID     AT 5%    VALUE   VALUE    BENEFIT   VALUE   VALUE    BENEFIT    VALUE   VALUE    BENEFIT
  <S>     <C>     <C>        <C>     <C>      <C>      <C>      <C>      <C>       <C>     <C>       <C>
    1      2,500     2,625    1,197      35    101,197   1,300      138   101,300    1,404     241    101,404
    2      2,500     5,381    2,500   1,338    102,500   2,785    1,623   102,785    3,083   1,921    103,083
    3      2,500     8,275    3,693   2,647    103,693   4,242    3,196   104,242    4,840   3,794    104,840
    4      2,500    11,314    4,768   3,838    104,768   5,660    4,730   105,660    6,671   5,741    106,671
    5      2,500    14,505    5,715   4,901    105,715   7,024    6,211   107,024    8,571   7,758    108,571
    6      2,500    17,855    6,523   5,825    106,523   8,319    7,622   108,319   10,534   9,836    110,534
    7      2,500    21,373    7,179   6,598    107,179   9,527    8,946   109,527   12,549  11,968    112,549
    8      2,500    25,066    7,665   7,200    107,665  10,622   10,157   110,622   14,600  14,135    114,601
    9      2,500    28,945    7,962   7,613    107,962  11,578   11,229   111,578   16,669  16,320    116,669
   10      2,500    33,017    8,052   8,052    108,052  12,366   12,366   112,366   18,734  18,734    118,734
   15      2,500    56,644    4,841   4,841    104,841  12,798   12,798   112,798   28,282  28,282    128,282
   20      2,500    86,798      (*)     (*)        (*)   2,956    2,956   102,956   32,479  32,479    132,479
   25      2,500   125,284      (*)     (*)        (*)     (*)      (*)       (*)   19,082  19,082    119,082
</TABLE>

(1)      ASSUMES NO POLICY LOANS OR PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)      GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND A
         MONTHLY ADMINISTRATIVE EXPENSE CHARGE OF $25 FOR THE FIRST POLICY YEAR
         AND $7.50 THEREAFTER. GUARANTEED VALUES REFLECT A 6% OF PREMIUM CHARGE
         ON ALL PREMIUMS.
(3)      NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
         INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE
         PROSPECTUS APPENDIX.

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

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUES WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE ASSUMED RATES, BUT ALSO
FLUCTUATED ABOVE AND BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.





                                       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
         authorizing the establishment of the               for the  Nationwide VL Separate  Account-A (File No.  811-
         Registrant, adopted                                6137), and hereby incorporated herein by 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 the  Registration Statement on Form  S-6 for
                                                            the  Nationwide VL Separate Account-A (File No. 33-44300),
                                                            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 the  Registration Statement on Form  S-6 for
                                                            the Nationwide VL Separate Account-A (File No.  33-44300),
                                                            and hereby incorporated herein by reference.

 7.      Opinion of Counsel                                 Included with the  Registration Statement on Form  S-6 for
                                                            the Nationwide VL  Separate Account-A (File No. 33-44300),
                                                            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 the 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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