NATIONWIDE VLI SEPARATE ACCOUNT 3
485BPOS, 1995-10-20
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<PAGE>   1
                                                       Registration No. 33-44296

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


   
                         POST-EFFECTIVE AMENDMENT NO. 7
    
                                   TO FORM S-6
              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
         SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

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

                        NATIONWIDE VLI SEPARATE ACCOUNT-3
                              (EXACT NAME OF TRUST)

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

                        NATIONWIDE LIFE INSURANCE COMPANY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43216
              (EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)

                               GORDON E. MCCUTCHAN
                                    SECRETARY
                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43216
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                     -------

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

/ / immediately upon filing pursuant to paragraph (b)
   
/X/ on October 23, 1995 pursuant to paragraph (b)
    
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i) of rule (485)
/ / this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.

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, 1994, on February 22,
1995.

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

                                     1 of 97

<PAGE>   2

                      SUPPLEMENT DATED OCTOBER 23, 1995 TO
                        PROSPECTUS DATED MAY 1, 1995 FOR

           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES

                                    ISSUED BY

                        NATIONWIDE LIFE INSURANCE COMPANY

                                   THROUGH ITS

                       NATIONWIDE VLI SEPARATE ACCOUNT - 3

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

I.  EFFECTIVE OCTOBER 23, 1995, THE FOLLOWING UNDERLYING MUTUAL FUNDS WILL BE
    AVAILABLE IN THE NATIONWIDE VLI SEPARATE ACCOUNT - 3:

             Nationwide Separate Account Trust - Small Company Fund
       Strong Variable Insurance Funds, Inc. - International Stock Fund II

Accordingly, the "Deductions and Charges" section located in the Prospectus is
hereby amended to include the following expense information:

<TABLE>
<CAPTION>
- ------------------------------------    ---------------    --------------    --------------
                                        Management Fees    Other Expenses    Total Expenses
- ------------------------------------    ---------------    --------------    --------------
<S>                                     <C>                <C>               <C>
NSAT - Small Company Fund                     1.00%             0.25%             1.25%
- ------------------------------------    ---------------    --------------    --------------
Strong - International Stock Fund II          1.00%             1.05%             2.05%
- ------------------------------------    ---------------    --------------    --------------
</TABLE>

II. THE "INVESTMENTS OF THE VARIABLE ACCOUNT" SECTION OF THE PROSPECTUS IS ALSO
    AMENDED TO INCLUDE THE FOLLOWING INFORMATION REGARDING THE MUTUAL FUNDS:

NATIONWIDE SEPARATE ACCOUNT TRUST

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

- - SMALL COMPANY FUND

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



                                     2 of 97

VLOM-8-3

<PAGE>   3

STRONG VARIABLE INSURANCE FUNDS, INC.

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

- - INTERNATIONAL STOCK FUND II

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

III. THE INFORMATION REGARDING THE STRONG SPECIAL FUND II, INC. WHICH MAY BE 
     FOUND IN THE "INVESTMENTS OF THE VARIABLE ACCOUNT" SECTION OF YOUR 
     PROSPECTUS IS HEREBY AMENDED AS FOLLOWS:


STRONG SPECIAL FUND II, INC.

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

- - SPECIAL FUND II

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

IV.  THE "PARTIAL SURRENDERS" SECTION OF THE PROSPECTUS IS HEREBY AMENDED BY
     REPLACING THE SECOND PARAGRAPH WITH THE FOLLOWING:

         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 the Cash Value. In such a case,
a Partial Surrender will decrease the Specified Amount by the amount by which
the Partial Surrender exceeds the difference between the Death Benefit and the
Specified Amount.

V.  THE SECOND SENTENCE OF THE "INTEREST" SECTION HAS BEEN REPLACED WITH THE
    FOLLOWING:

         The rate is guaranteed never to be lower than 5.1%.

VI. THE END OF THE SECOND PARAGRAPH OF "APPENDIX 2" LOCATED IN THE PROSPECTUS 
    IS HEREBY AMENDED BY ADDING THE FOLLOWING INFORMATION:

         This average annual effective rate does not reflect the management fees
of either the Amierican Capital Real Estate Securities Fund, the Fidelity
Contrafund Portfolio, the Warburg Pincus International Equity Portfolio, the
Warburg Pincus Small Company Portfolio, the Nationwide Small Company Fund or the
Strong International Stock Fund II which were added as sub-accounts after April
30, 1995.


                                     3 of 97

<PAGE>   4

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

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

<PAGE>   5

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

<PAGE>   6

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

           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                 ISSUED BY THE NATIONWIDE LIFE INSURANCE COMPANY
                  THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-3

The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies"). The Policies
are designed to provide life insurance coverage and the flexibility to vary the
amount and frequency of premium payments. The Policies may also provide a Cash
Surrender Value if the Policy is terminated during the lifetime of the Insured.
Nationwide Life Insurance Company guarantees to keep the Policy in force during
the first three years so long as the Minimum Premium requirement has been met.
The death benefit and Cash Value of the Policies may vary to reflect the
experience of the Nationwide VLI Separate Account-3 (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 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>
American Capital Life Investment Trust:                    Oppenheimer Variable Account Funds:
     -American Capital Real Estate Securities                  -Bond Fund
      Portfolio                                                -Global Securities Fund
Dreyfus:                                                        -Multiple Strategies Fund
     -Dreyfus Stock Index Fund                             Strong Variable Insurance Products Fund:
     -Dreyfus SociallyResponsible Growth Fund                   -Special Fund II, Inc.
Fidelity Variable Insurance Products Fund:                      -Discovery Fund II, Inc.
     -High Income Portfolio*                               TCI Portfolios, Inc.:
     -Equity-Income Portfolio                                   -TCI Growth
     -Growth Portfolio                                          -TCI Balanced
     -Overseas Portfolio                                        -TCI Advantage
Fidelity Variable Insurance Products Fund II:                   -TCI International
     -Asset Manager Portfolio                              Van Eck Worldwide Insurance Trust (Formerly
     -Contrafund Portfolio                                 Van Eck Investment Trust):
Nationwide Separate Account Trust:                             -Gold & Natural Resources Fund
     -Money Market Fund                                        -Worldwide Bond Fund (Formerly Global Bond
     -Government Bond Fund                                       Fund)
     -Total Return Fund                                    Warburg Pincus Trust
     -Capital Appreciation Fund                                 -International Equity Portfolio
Neuberger & Berman Advisers Management                          -Small Company Growth Portfolio
Trust:
     -Limited Maturity Bond Portfolio
     -Growth Portfolio
     -Balanced Portfolio
     -Partners Portfolio
</TABLE>

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

Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy data pages as long as the Policy is in force. There is no guaranteed Cash
Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value.

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


                                       1

<PAGE>   7


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, 1995.


                                       2

<PAGE>   8

                                GLOSSARY OF TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       3

<PAGE>   9

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 a sufficient
degree of trading of the underlying Mutual Fund shares held by the Variable
Account, such that the current net asset value of the Variable Account
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 the Nationwide Life Insurance
Company.

                                       4

<PAGE>   10

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
GLOSSARY OF TERMS.........................................................................   3
SUMMARY OF THE POLICIES...................................................................   7
         Variable Life Insurance..........................................................   7
         The Variable Account and its Sub-Accounts........................................   7
         The Fixed Account................................................................   7
         Deductions and Charges...........................................................   7
         Premiums.........................................................................   9
NATIONWIDE LIFE INSURANCE COMPANY.........................................................  10
THE VARIABLE ACCOUNT......................................................................  10
         Investments of the Variable Account..............................................  10
         American Capital Life Investment Trust...........................................  11
         Dreyfus..........................................................................  12
         Fidelity Variable Insurance Products Fund........................................  12
         Fidelity Variable Insurance Products Fund II.....................................  13
         Nationwide Separate Account Trust................................................  13
         Neuberger & Berman Advisers Management Trust.....................................  13
         Oppenheimer Variable Account Funds...............................................  14
         Strong Variable Insurance Products Fund..........................................  15
         TCI Portfolios, Inc., member of the Twentieth Century Family of Mutual Funds.....  15
         Van Eck Worldwide Insurance Trust (Formerly Van Eck Investment Trust)............  16
         Warburg Pincus Trust.............................................................  16
         Reinvestment.....................................................................  17
         Transfers........................................................................  17
         Dollar Cost Averaging............................................................  17
         Substitution of Securities.......................................................  17
         Voting Rights....................................................................  18
INFORMATION ABOUT THE POLICIES............................................................  18
         Underwriting and Issuance........................................................  18
         -Minimum Requirements for Issuance of a Policy...................................  18
         -Premium Payments................................................................  18
         Allocation of Cash Value.........................................................  19
         Short-Term Right to Cancel Policy................................................  19
POLICY CHARGES............................................................................  19
         Deductions from Premiums.........................................................  19
         Surrender Charges................................................................  20
         -Reductions to Surrender Charges.................................................  21
         Deductions from Cash Value.......................................................  21
         -Monthly Cost of Insurance.......................................................  21
         -Monthly Administrative Charge...................................................  22
         -Increase Charge.................................................................  22
         Deductions from the Sub-Accounts.................................................  22
HOW THE CASH VALUE VARIES.................................................................  22
         How the Investment Experience is Determined......................................  22
         Net Investment Factor............................................................  23
         Valuation of Assets..............................................................  23
         Determining the Cash Value.......................................................  23
         Valuation Periods and Valuation Dates............................................  23
SURRENDERING THE POLICY FOR CASH..........................................................  23
         Right to Surrender...............................................................  23
         Cash Surrender Value.............................................................  24
         Partial Surrenders...............................................................  24
         Maturity Proceeds................................................................  24
         Income Tax Withholding...........................................................  24
POLICY LOANS..............................................................................  24
         Taking a Policy Loan.............................................................  24
         Effect on Investment Performance.................................................  25
         Interest.........................................................................  25
         Effect on Death Benefit and Cash Value...........................................  25
         Repayment........................................................................  25
</TABLE>


                                       5
<PAGE>   11

<TABLE>
<S>                                                                                         <C>
HOW THE DEATH BENEFIT VARIES..............................................................  26
         Calculation of the Death Benefit.................................................  26
         Proceeds Payable on Death........................................................  26
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY..............................................  26
CHANGES OF INVESTMENT POLICY..............................................................  27
GRACE PERIOD..............................................................................  27
         -First Three Policy Years........................................................  27
         -Policy Years Four and After.....................................................  27
         -All Policy Years................................................................  27
REINSTATEMENT.............................................................................  27
THE FIXED ACCOUNT OPTION..................................................................  28
CHANGES IN EXISTING INSURANCE COVERAGE....................................................  28
         Specified Amount Increases.......................................................  28
         Specified Amount Decreases.......................................................  29
         Changes in the Death Benefit Option..............................................  29
OTHER POLICY PROVISIONS...................................................................  29
         Policy Owner.....................................................................  29
         Beneficiary......................................................................  29
         Assignment.......................................................................  30
         Incontestability.................................................................  30
         Error in Age or Sex..............................................................  30
         Suicide..........................................................................  30
         Nonparticipating Policies........................................................  30
LEGAL CONSIDERATIONS......................................................................  30
DISTRIBUTION OF THE POLICIES..............................................................  30
CUSTODIAN OF ASSETS.......................................................................  31
TAX MATTERS...............................................................................  31
         Policy Proceeds..................................................................  31
         Taxation of the Company..........................................................  32
         Other Considerations.............................................................  32
THE COMPANY...............................................................................  32
COMPANY MANAGEMENT........................................................................  32
         Directors of the Company.........................................................  33
         Executive Officers of the Company................................................  34
OTHER CONTRACTS ISSUED BY THE COMPANY.....................................................  34
STATE REGULATION..........................................................................  34
REPORTS TO POLICY OWNERS..................................................................  34
ADVERTISING...............................................................................  34
LEGAL PROCEEDINGS.........................................................................  35
EXPERTS...................................................................................  35
REGISTRATION STATEMENT....................................................................  35
LEGAL OPINIONS............................................................................  35
APPENDIX 1................................................................................  36
APPENDIX 2................................................................................  38
APPENDIX 3................................................................................  55
PERFORMANCE TABLES........................................................................  56
FINANCIAL STATEMENTS......................................................................  66
</TABLE>

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

                                       6

<PAGE>   12


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

                             SUMMARY OF THE POLICIES

VARIABLE LIFE INSURANCE

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

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

Under certain conditions, a Policy may be issued as or become a modified
endowment contract (MEC) as a result of a material change or a reduction in
benefits as defined by the Internal Revenue Code ("Code"). Excess premiums paid
may also cause the Policy to become a modified endowment contract, since the tax
treatment of certain distributions varies between MECs and non-MECs. The Company
will monitor premiums paid and other policy transactions and will notify the
Policy Owner when the Policy is about to become a non-modified endowment
contract (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 chooses the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (see "Allocation of Cash Value"). 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 Fund options.

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 load plus any sales surrender
charge that may be deducted from Policies that are surrendered.

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

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

       1.     monthly cost of insurance; plus

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

                                       7

<PAGE>   13

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

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

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

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

                    Initial Specified Amount $50,000-$99,999

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

                       Initial Specified Amount $100,000+

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

                                       8

<PAGE>   14

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 their portfolio of
securities. Other underlying Mutual Fund expenses can include such items as
interest expense on loans and contracts with transfer agents, custodians, and
other companies that provide services to the underlying Mutual Fund. The
management fees and other expenses for each underlying Mutual Fund for its most
recently completed fiscal year, expressed as a percentage of the underlying
Mutual Fund's average assets are as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                   Management Fees   Other Expenses   Total Expenses
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>
American Capital Real Estate Securities Portfolio                       1.00%             0.00%            1.00%
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund                                                0.14%             0.26%            0.40%
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Socially Responsible Growth Fund                                0.00%             0.25%            0.25%
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP - Equity Income Portfolio                                  0.52%             0.06%            0.58%
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP - Growth Portfolio                                         0.62%             0.07%            0.69%
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP - High Income Portfolio                                    0.61%             0.10%            0.71%
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP - Overseas Portfolio                                       0.77%             0.15%            0.92%
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II - Asset Manager Portfolio                          0.72%             0.07%            0.79%
- --------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II - Contrafund Portfolio                             0.62%             0.27%            0.89%
- --------------------------------------------------------------------------------------------------------------------
NSAT - Capital Appreciation Fund                                        0.50%             0.06%            0.56%
- --------------------------------------------------------------------------------------------------------------------
NSAT - Government Bond Fund                                             0.50%             0.01%            0.51%
- --------------------------------------------------------------------------------------------------------------------
NSAT - Money Market Fund                                                0.50%             0.04%            0.54%
- --------------------------------------------------------------------------------------------------------------------
NSAT - Total Return Fund                                                0.50%             0.02%            0.52%
- --------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust - Balanced Portfolio       0.80%             0.17%            0.97%
- --------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust - Growth Portfolio         0.79%             0.12%            0.91%
- --------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust - Limited Maturity         0.60%             0.13%            0.73%
Bond Portfolio
- --------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management Trust - Partners Portfolio       0.80%             0.50%            1.30%
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer - Bond Fund                                                 0.75%             0.06%            0.81%
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer - Global Securities Fund                                    0.75%             0.20%            0.95%
- --------------------------------------------------------------------------------------------------------------------
Oppenheimer - Multiple Strategies Fund                                  0.74%             0.05%            0.79%
- --------------------------------------------------------------------------------------------------------------------
Strong Discovery Fund II, Inc.                                          1.00%             0.21%            1.21%
- --------------------------------------------------------------------------------------------------------------------
Strong Special Fund II, Inc.                                            1.00%             0.10%            1.10%
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios - TCI Advantage                                          1.00%             0.00%            1.00%
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios - TCI Balanced                                           1.00%             0.00%            1.00%
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios - TCI Growth                                             1.00%             0.00%            1.00%
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios - TCI International                                      1.50%             0.00%            1.50%
- --------------------------------------------------------------------------------------------------------------------
Van Eck - Worldwide Bond Fund                                           0.75%             0.18%            0.93%
- --------------------------------------------------------------------------------------------------------------------
Van Eck - Gold and Natural Resources Fund                               0.75%             0.21%            0.96%
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus - International Equity Portfolio                         1.00%             0.44%            1.44%
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus - Small Company Growth Portfolio                         0.90%             0.35%            1.25%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
The Mutual Fund expenses shown above are assessed at the underlying Mutual Fund
level and are not direct charges against the Variable Account or reductions in
Cash Value. These underlying Mutual Fund expenses are taken into consideration
in computing each underlying Mutual Fund's net asset value, which is the share
price used to calculate the Variable Account's unit value. The management fees
and other expenses are more fully described in the prospectuses for each
individual underlying Mutual Fund option.

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.


                                       9

<PAGE>   15

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

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

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

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

                        NATIONWIDE LIFE INSURANCE COMPANY

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

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

                              THE VARIABLE ACCOUNT

The Variable Account was established by a resolution of the Company's Board of
Directors, on August 8, 1984, pursuant to the provisions of Ohio law. The
Company has caused the Variable Account to be registered with the Securities and
Exchange Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940. 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 Funds
designated by the Policy Owner. Thus, the investment performance of a Policy
depends upon the investment performance of the underlying Mutual Funds
designated by the Policy Owner.

INVESTMENTS OF THE VARIABLE ACCOUNT

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


                                       10

<PAGE>   16

and as set forth in this prospectus (see "Transfers", "Allocation of Cash Value"
and "Short-Term Right to Cancel Policy").

These underlying Mutual Fund options are available only to serve as the
underlying investment for variable annuity and variable life contracts issued
through separate accounts of 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 Fund options receives investment advice from a
registered investment adviser:

        1.    American Capital Life Investment Trust, managed by Van Kampen
              American Capital Management, Inc.;

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

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

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

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

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

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

        8.    Oppenheimer Variable Account Funds, managed by Oppenheimer
              Management Corporation;

        9.    Strong Variable Insurance Products Fund, managed by
              Strong/Corneliuson Capital Management, Inc.;

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

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

       12.    Warburg Pincus Trust, managed by Warburg Pincus Counsellors, Inc.

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 option. A prospectus for
the underlying Mutual Fund option(s) being considered must accompany this
prospectus and should be read in conjunction herewith.

AMERICAN CAPITAL LIFE INVESTMENT TRUST

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

- -AMERICAN CAPITAL REAL ESTATE SECURITIES PORTFOLIO

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


                                       11

<PAGE>   17

DREYFUS

     - DREYFUS STOCK INDEX FUND

       Dreyfus Stock Index Fund is an open-end, non-diversified management
       investment company. It was incorporated under Maryland law on January 24,
       1989, and commenced operations on September 29, 1989. Wells Fargo Nikko
       Investment Advisors serves as the Fund's index fund manager. As of May 1,
       1994, Dreyfus Life and Annuity Index Fund began doing business as Dreyfus
       Stock Index Fund.

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

     - DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

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

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

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

     - HIGH INCOME PORTFOLIO

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

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

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

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

     - EQUITY-INCOME PORTFOLIO

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

     - GROWTH PORTFOLIO

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


                                       12

<PAGE>   18

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

     - OVERSEAS PORTFOLIO

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

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

     - ASSET MANAGER PORTFOLIO

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

     - CONTRAFUND PORTFOLIO

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

NATIONWIDE SEPARATE ACCOUNT TRUST

Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company 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.

     - CAPITAL APPRECIATION FUND

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

     - MONEY MARKET FUND

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

     - GOVERNMENT BOND FUND

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

     - TOTAL RETURN FUND

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

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983. Shares of the Trust are


                                       13

<PAGE>   19

offered in connection with certain variable annuity contracts and variable life
insurance policies issued through life insurance company separate accounts and
are also offered directly to qualified pension and retirement plans outside of
the separate account context. The investment adviser is Neuberger & Berman
Management Incorporated.

     - BALANCED PORTFOLIO

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

     - LIMITED MATURITY BOND PORTFOLIO

       Investment Objective: To provide the high level of current income,
       consistent with low risk to principal and liquidity. As a secondary
       objective, it also seeks to enhance its total return through capital
       appreciation when market factors, such as falling interest rates and
       rising bond prices, indicate that capital appreciation may be available
       without significant risk to principal. It seeks to achieve its objectives
       through investments in a diversified portfolio of limited maturity debt
       securities.

     - GROWTH PORTFOLIO

       Investment Objective: The Portfolio seeks capital growth through
       investments in common stocks of companies that the investment adviser
       believes will have above average earnings or otherwise provide investors
       with above average potential for capital appreciation. To maximize this
       potential, the investment adviser may also utilize, from time to time,
       securities convertible into common stocks, warrants and options to
       purchase such stocks.

     - PARTNERS PORTFOLIO

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

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

     - BOND FUND

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

     - GLOBAL SECURITIES FUND

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


                                       14

<PAGE>   20

     - MULTIPLE STRATEGIES FUND

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

STRONG VARIABLE INSURANCE PRODUCTS FUNDS

The Strong Variable Insurance Products Funds are diversified, open-end
management investment companies, commonly called mutual funds.  Strong Special
Fund II, Inc. ("Special Fund") and Strong Discovery Fund II, Inc. ("Discovery
Fund II") were separately incorporated in Wisconsin on December 28, 1990. Shares
of the Funds may only be purchased by the separate accounts of insurance
companies for the purpose of funding variable annuity and variable life
insurance contracts.  Strong/Corneliuson Capital Management, Inc. is the
investment advisor for each of the Funds.

     - SPECIAL FUND II, INC.

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

     - DISCOVERY FUND II, INC.

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

     - TCI BALANCED

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

     - TCI GROWTH

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

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


                                       15

<PAGE>   21

     - TCI INTERNATIONAL

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

VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)

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

     - GOLD AND NATURAL RESOURCES FUND

       Investment Objective:  To seek long-term capital appreciation by
       investing in equity and debt securities of companies engaged in the
       exploration, development, production and distribution of gold and other
       natural resources, such as strategic and other metals, minerals, forest
       products, oil, natural gas and coal.  Current income is not an objective.

     - WORLDWIDE BOND FUND (FORMERLY GLOBAL BOND FUND)

       Investment Objective:  To seek high total return through a flexible
       policy of investing globally, primarily in debt securities.

WARBURG PINCUS TRUST

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

     - INTERNATIONAL EQUITY PORTFOLIO

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

     - SMALL COMPANY GROWTH PORTFOLIO

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

(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.)


                                       16

<PAGE>   22

REINVESTMENT

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

TRANSFERS

The Policy Owner may 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 amount of such transfers to 25% of the Cash Value in the Fixed Account.

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

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

DOLLAR COST AVERAGING

The 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. 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 such discontinuation
would not affect Dollar Cost Averaging programs already commenced. The Company
also reserves the right to assess a processing fee for this service.

SUBSTITUTION OF SECURITIES

If shares of the above underlying Mutual 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


                                       17

<PAGE>   23

Funds should become inappropriate in view of the purposes of the Policy, the
Company may substitute shares of another underlying Mutual Fund for shares
already purchased or to be purchased in the future by Net Premium payments under
the Policy. No substitution of securities in the Variable Account may take place
without prior approval of the Securities and Exchange Commission, and under such
requirements as it and any state insurance department may impose.

VOTING RIGHTS

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

In accordance with its view of present applicable law, the Company will vote the
shares of the underlying Mutual Funds held in the Variable Account at regular
and special meetings of the shareholders of the underlying Mutual Funds in
accordance with instructions received from Policy Owners. However, if the
Investment Company Act of 1940 or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the Company
determines that it is permitted to vote the shares of the underlying Mutual
Funds in its own right, the Company may elect to do so. Underlying Mutual Fund
shares held by the Company or by the Variable Account as to which no timely
instructions are received will be voted by the Company in the same proportion as
the voting instructions which are received.

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 option by the net
asset value of one share of that underlying Mutual Fund.

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

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

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

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy

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

- -Premium Payments

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


                                       18

<PAGE>   24

Indebtedness, less any partial surrenders, and less any partial surrender fee
must be greater than or equal to the Minimum Premium requirement in order to
guarantee the Policy remains in force. The Minimum Premium requirement is equal
to the monthly Minimum Premium multiplied by the number of completed policy
months. The monthly Minimum Premium is shown on the Policy data page.

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

ALLOCATION OF CASH VALUE

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

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

SHORT-TERM RIGHT TO CANCEL POLICY

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

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

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

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


                                       19

<PAGE>   25

SURRENDER CHARGES

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

                    Initial Specified Amount $50,000-$99,999

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

                       Initial Specified Amount $100,000+

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

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

                              Charge per $1,000 of
                            Initial Specified Amount

<TABLE>
<CAPTION>
      Issue            Specified Amounts           Specified Amounts
       Age            less than $100,000           $100,000 or more
      <S>             <C>                          <C>
       0-35                  $6.00                       $4.00
      36-55                   7.50                        5.00
      56-80                   7.50                        6.50
</TABLE>

The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records. The Company does not expect to profit from the underwriting surrender
charges. The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies. Unrecovered expenses are born by the
Company's general assets which may include profits, if any, from Mortality and
Expense Risk Charges (see "Deductions from the Sub-Accounts"). Additional
premiums and/or income earned on assets in the Variable Account have no effect
on these charges. The remainder of the Surrender Charge which is not
attributable to the underwriting surrender charge component represents the sales
surrender charge component. In no event will this component exceed 26-1/2% of
the lesser of the Guideline Level Premium required in the first year or the
premiums actually paid in the first year. The purpose of the sales surrender
charge component is to reimburse the Company for some of the expenses incurred
in the distribution of the Policies. The company also deducts 3.5% of each
premium for sales load (see "Deductions from Premiums").


                                       20

<PAGE>   26

- -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.


                                       21

<PAGE>   27

- -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 does not expect to profit from this charge.
The sales charge is equal to .54 per year per $1000 and reimburses the Company
for expenses incurred in distribution.

DEDUCTIONS FROM THE SUB-ACCOUNTS

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

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

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

                            HOW THE CASH VALUE VARIES

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

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

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

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

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


                                       22

<PAGE>   28

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 asset value per share of the underlying Mutual Fund held in
       the sub-account determined at the end of 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 Funds that credit dividends on a daily basis and pay such
dividends once a month, the Net Investment Factor allows for the monthly
reinvestment of these daily dividends.

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

VALUATION OF ASSETS

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

DETERMINING THE CONTRACT VALUE

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

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

VALUATION PERIODS AND VALUATION DATES

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

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

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


                                       23

<PAGE>   29

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, minus any charges, Policy 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. Also, under death benefit Option 1, the Specified Amount is
reduced by the amount of the partial surrender. 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.

                                  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


                                       24

<PAGE>   30

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 4%. The Company may change the current interest crediting rate on policy
loans at its sole discretion. The loan interest rate is 6% per year for all
Policy loans. In the event that it is determined that such loans will be
treated, as a result of the differential between the interest crediting rate and
the loan interest rate, as taxable distributions under any applicable ruling,
regulation, or court decision, the Company retains the right to increase the net
cost (by decreasing the interest crediting rate) on all subsequent policy loans
to an amount that would result in the transaction being treated as a loan under
Federal tax law. If this amount is not prescribed by such ruling, regulation, or
court decision, the amount will be that which the Company considers to be more
likely to result in the transaction being treated as a loan under Federal tax
law.

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

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

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

EFFECT ON DEATH BENEFIT AND CASH VALUE

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

REPAYMENT

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


                                       25

<PAGE>   31

                          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 below:

                    APPLICABLE PERCENTAGE OF CASH VALUE TABLE

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

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

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

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

PROCEEDS PAYABLE ON DEATH

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

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

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


                                       26

<PAGE>   32

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 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 shall disapprove it if deemed detrimental to the interests of
the Policy Owners or if it renders the Company's operations hazardous to the
public. If a Policy Owner objects, the Policy may be converted to a
substantially comparable Nationwide General Account life insurance policy
offered by the Company on the life of the Insured. The Policy Owner has the
later of 60 days (6 months in Pennsylvania) from the date of the investment
policy change or 60 days (6 months in Pennsylvania) from being informed of such
change to make this conversion. The Company will not require evidence of
insurability for this conversion.

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

                                  GRACE PERIOD

- -FIRST 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;


                                       27

<PAGE>   33

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

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

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

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

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

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

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

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

                            THE FIXED ACCOUNT OPTION

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


                                       28

<PAGE>   34

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

SPECIFIED AMOUNT DECREASES

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

       1.     against insurance provided by the most recent increase;

       2.     against the next most recent increases successively; and

       3.     against insurance provided under the original application.

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

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

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

CHANGES IN THE DEATH BENEFIT OPTION

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

                             OTHER POLICY PROVISIONS

POLICY OWNER

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

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

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

BENEFICIARY

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

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

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


                                       29

<PAGE>   35

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., a wholly-owned subsidiary of Nationwide Life Insurance Company.

Gross first year commissions paid by the Company on the sale of these Policies
plus fees for marketing services provided by the General Distributor are not
more than 35% of the target Premium plus 4% of any excess premium payments.
Gross renewal commissions in years 2-5 paid by the Company will not exceed 4% of
actual premium payments, and will not exceed 2% in years 6+.


                                       30

<PAGE>   36

                               CUSTODIAN OF ASSETS

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

                                   TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Internal Revenue Code ("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 also applies to the taxable portion of such
distributions unless the Policy Owner is over age 59-1/2 or disabled.

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

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

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

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

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

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

                                       31

<PAGE>   37

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

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

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

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

                               COMPANY MANAGEMENT

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


                                       32

<PAGE>   38


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

DIRECTORS OF THE COMPANY
<TABLE>
<CAPTION>

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

Peter F. Frenzer                   1991    President, Nationwide Corporation; President and Chief Operating
                                           Officer, Nationwide Life Insurance
                                           Company and Nationwide Life and
                                           Annuity Insurance Company; Executive
                                           Vice President - Investments,
                                           Nationwide Mutual Insurance Company,
                                           Nationwide Mutual Fire Insurance
                                           Company, Nationwide General Insurance
                                           Company, Nationwide Property and
                                           Casualty Insurance Company

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

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

D. Richard McFerson +              1988    President and Chief Executive Officer, Nationwide Mutual, Nationwide
                                           Mutual Fire, Nationwide General, and Nationwide Property and
                                           Casualty Insurance Companies; Chief Executive Officer, Nationwide
                                           Life Insurance Company and Nationwide Life and Annuity Insurance
                                           Company (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.

Robert H. Rickel                   1984    Rancher (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)
- ---------------------------------------
*Member, Executive Committee                  +Member, Investment Committee

</TABLE>

(1)    Principal occupation for last five years.

(2)    Prior to assuming his current position, Mr. McFerson held other executive
       management positions with the companies.

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

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


                                       33

<PAGE>   39
<TABLE>
<CAPTION>

EXECUTIVE OFFICERS OF THE COMPANY

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

Peter F. Frenzer                             President and Chief Operating Officer

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

Harvey S. Galloway, Jr.                      Senior Vice President - Chief Actuary - Life, Health and Annuities

Robert A. Oakley                             Executive Vice President - Chief Financial Officer

James E. Brock                               Senior Vice President - Investment Product Operations

Carl Santillo                                Senior Vice President - Life and Health Operations

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

Mark A. Folk                                 Vice President and Treasurer

</TABLE>

Mr. Frenzer is also President and Chief Operating Officer of Nationwide Life and
Annuity Insurance Company and President of Nationwide Corporation and Executive
Vice President-Investments of Nationwide Mutual Insurance Company.  Mr. Galloway
is also an officer of Nationwide Mutual Insurance Company and Nationwide Life
and Annuity Insurance Company.  Each of the other officers listed above is also
an officer of each of the companies comprising the Nationwide Insurance
Enterprise.  Each of the executive officers listed above has been associated
with the registrant in an executive capacity for more than the past five years,
except Mr. Folk.

                      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 other separate accounts of the Company.

                                STATE REGULATION

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

                            REPORTS TO POLICY OWNERS

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

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

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

                                   ADVERTISING

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


                                       34

<PAGE>   40


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

                             REGISTRATION STATEMENT

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

                                 LEGAL OPINIONS

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

                                       35

<PAGE>   41
                                   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 (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+
<CAPTION>
- --------------------------------------------------------------------------------------------
        ISSUE          MALE                FEMALE                MALE                FEMALE
         AGE       NON-TOBACCO          NON-TOBACCO            STANDARD             STANDARD
- --------------------------------------------------------------------------------------------
        <S>        <C>                  (C)                    <C>                  <C>
           25           $5.776               $5.521               $6.369               $5.818
- --------------------------------------------------------------------------------------------
         35            6.817                6.398                7.811                6.891
- --------------------------------------------------------------------------------------------
         45            9.691                8.896               11.387                9.669
- --------------------------------------------------------------------------------------------
         55           13.136               11.511               15.915               12.616
- --------------------------------------------------------------------------------------------
         65           21.295               18.086               25.577               19.641
- --------------------------------------------------------------------------------------------
</TABLE>

                        Reductions to Surrender Charges.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                          SURRENDER CHARGE                               SURRENDER CHARGE
      COMPLETED           AS A % OF INITIAL          COMPLETED           AS A % OF INITIAL
    POLICY YEARS          SURRENDER CHARGES         POLICY YEARS         SURRENDER CHARGES
- ------------------------------------------------------------------------------------------
    <S>                   <C>                       <C>                  <C>
          0                       100%                   5                      60%
- ------------------------------------------------------------------------------------------
          1                       100%                   6                      50%
- ------------------------------------------------------------------------------------------
          2                        90%                   7                      40%
- ------------------------------------------------------------------------------------------
          3                        80%                   8                      30%
- ------------------------------------------------------------------------------------------
          4                        70%                   9+                      0%
- ------------------------------------------------------------------------------------------
</TABLE>


                                       36


<PAGE>   42

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>
                  SURRENDER CHARGE                     SURRENDER CHARGE                     SURRENDER CHARGE
                 AS A % OF INITIAL                    AS A % OF INITIAL                    AS A % OF INITIAL
   COMPLETED         SURRENDER          COMPLETED         SURRENDER          COMPLETED         SURRENDER
 POLICY YEARS         CHARGES         POLICY YEARS         CHARGES         POLICY YEARS         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.


                                       37
<PAGE>   43


                                   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.

                                       38
<PAGE>   44
<TABLE>
<CAPTION>
                             DEATH BENEFIT OPTION 1
                 $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 45

                                 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.

                                       39

<PAGE>   45
<TABLE>
<CAPTION>

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

                                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      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.


                                       40
<PAGE>   46
<TABLE>
<CAPTION>
                             DEATH BENEFIT OPTION 2
                  $750 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 45

                                 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.

                                       41

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

                                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.


                                       42

<PAGE>   48
<TABLE>
<CAPTION>
                             DEATH BENEFIT OPTION 1
                 $1,200 ANNUAL PREMIUM: $50,000 SPECIFIED AMOUNT
                            MALE: NON-TOBACCO: AGE 55

                                 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 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.

                                       43

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

                                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 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.


                                       44
<PAGE>   50
<TABLE>
<CAPTION>

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

                                 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 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.


                                       45

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

                                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 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.

                                       46

<PAGE>   52
<TABLE>
<CAPTION>

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

                                 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 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.


                                       47

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

                               GUARANTEED VALUES

<TABLE>
<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      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 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.


                                       48
<PAGE>   54
                             DEATH BENEFIT OPTION 2
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 45

                                 CURRENT VALUES

<TABLE>
<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      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 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.


                                       49
<PAGE>   55
                             DEATH BENEFIT OPTION 2
                $1,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 45

                               GUARANTEED VALUES

<TABLE>
<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      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 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.



                                       50
<PAGE>   56
                             DEATH BENEFIT OPTION 1
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 55

                                 CURRENT VALUES

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

                                        CASH                        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 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.



                                       51
<PAGE>   57
                             DEATH BENEFIT OPTION 1
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 55

                               GUARANTEED VALUES

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

                                        CASH                        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 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.



                                       52
<PAGE>   58
                             DEATH BENEFIT OPTION 2
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 55

                                 CURRENT VALUES

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

                                        CASH                        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 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.


                                       53
<PAGE>   59
                             DEATH BENEFIT OPTION 2
                $2,500 ANNUAL PREMIUM: $100,000 SPECIFIED AMOUNT
                           MALE: NON-TOBACCO: AGE 55

                               GUARANTEED VALUES

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

                                        CASH                        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 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.


                                       54
<PAGE>   60
                                   APPENDIX 3

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


                                       55
<PAGE>   61
                      PERFORMANCE TABLESPERFORMANCE TABLES
                                  TOTAL RETURN

<TABLE>
<CAPTION>
                                        ANNUAL PERCENTAGE
                                             CHANGE                                NON-ANNUALIZED PERCENTAGE CHANGE
                                 --------------------------------    --------------------------------------------------------------
                        Fund                                                                                              Inception
                      Inception                                      1 Mo. to  1 Yr. to  2 Yrs. to  3 Yrs. to  5 Yrs. to     to
                        Date*    1991    1992      1993      1994    12/31/94  12/31/94  12/31/94   12/31/94   12/31/94   12/31/94
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>     <C>       <C>       <C>      <C>       <C>       <C>        <C>        <C>        <C>
NATIONWIDE SEPARATE
ACCOUNT TRUST
Money Market Fund     11/10/81   5.00%   2.58%     1.93%     3.05%    0.38%      3.05%     5.04%      7.75%     21.32%    127.34%
Government Bond Fund  11/08/82  15.77%   7.00%     8.64%    (4.00%)   0.81%     (4.00%)    4.30%     11.60%     40.33%    168.83%
Total Return Fund     11/08/82  37.38%   7.31%    10.03%     0.27%    1.02%      0.27%    10.33%     18.40%     48.39%    334.95%
Capital Appreciation  04/15/92   N/A*     N/A*     8.73%    (1.69%)   2.00%     (1.69%)    6.90%      N/A*       N/A*      12.44%
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
NEUBERGER & BERMAN
ADVISERS MGT. TRUST
Balanced Portfolio    02/28/89  21.70%   7.19%     5.61%    (4.13%)   0.70%     (4.13%)    1.25%      8.53%     31.91%     52.52%
- -----------------------------------------------------------------------------------------------------------------------------------
TCI PORTFOLIOS, INC.
TCI Advantage         08/01/91   N/A*   (4.53%)    5.98%     0.23%    0.78%      0.23%     6.23%      1.42%      N/A*      15.04%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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



                                       56
<PAGE>   62
PERFORMANCE TABLES
   TOTAL RETURN
   (CONTINUED)

<TABLE>
<CAPTION>
                           ANNUALIZED PERCENTAGE
                                  CHANGE
                      ----------------------------------
                      3 Yrs. to  5 Yrs. to  Inception to
                      12/31/94   12/31/94     12/31/94
- --------------------------------------------------------
<S>                   <C>        <C>        <C>
NATIONWIDE SEPARATE
ACCOUNT TRUST
Money Market Fund       2.52%      3.94%       6.45%
Government Bond Fund    3.73%      7.01%       8.48%
Total Return Fund       5.79%      8.21%      12.87%
Capital Appreciation    N/A*       N/A*        4.42%
Fund
- --------------------------------------------------------
NEUBERGER & BERMAN
ADVISERS MGT. TRUST
Balanced Portfolio      2.76%      5.70%       7.50%
- --------------------------------------------------------
TCI PORTFOLIOS, INC.
TCI Advantage           0.47%      N/A*        4.18%
- --------------------------------------------------------
</TABLE>



                                       57
<PAGE>   63
                               PERFORMANCE TABLES
                                  CASH VALUES

<TABLE>
<CAPTION>
                                 1 YR. TO 12/31/94  2 YRS. TO 12/31/94  3 YRS. TO 12/31/94  5 YRS. TO 12/31/94
                                 -----------------  ------------------  ------------------  ------------------
                         Fund               Cash               Cash                Cash                Cash
                      Inception   Accum.    Surr.     Accum.   Surr.      Accum.   Surr.      Accum.   Surr.
                        Date**    Value     Value     Value    Value      Value    Value      Value    Value
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>       <C>       <C>      <C>        <C>      <C>        <C>      <C>
NATIONWIDE SEPARATE
ACCOUNT TRUST
Money Market Fund     11/10/81    1,860       0       3,946    1,932      6,038    4,225      10,467    9,057
Government Bond Fund  11/08/82    1,697       0       3,807    1,793      5,969    4,156      11,084    9,675
Total Return Fund     11/08/82    1,811       0       4,026    2,012      6,324    4,511      12,249   10,839
Capital Appreciation  04/15/92    1,752       0       3,869    1,855      N/A**    N/A**       N/A**    N/A**
Fund
- --------------------------------------------------------------------------------------------------------------
NEUBERGER & BERMAN
ADVISERS MGT. TRUST
Balanced Portfolio    02/28/89    1,699       0       3,716    1,702      5,816    4,004      10,831    9,422
- --------------------------------------------------------------------------------------------------------------
TCI PORTFOLIOS, INC.
TCI Advantage         08/01/91    1,801       0       3,924    1,910      5,838    4,026       N/A**    N/A**
- --------------------------------------------------------------------------------------------------------------
</TABLE>

This Table shows the effect of the performance quoted on accumulated values and
cash surrender values, based on a hypothetical annual premium of $2,882.50 for a
45 year-old male, non-tobacco preferred, with a level death benefit and an
initial specified amount of $250,000. The cash surrender values reflect the
deduction of all applicable Policy Charges, including a deduction from each
premium payment, a 0.80% asset charge, applicable cost of insurance charges,
surrender charges, and a monthly administrative charge (and the deduction of
applicable investment advisory fees and other expenses of the underlying Mutual
Funds). See the "Policy Charges" section for more information about these
charges. The cost of insurance charges may be higher or lower for purchasers who
do not meet the profile of the hypothetical purchaser. Illustrations reflecting
a potential purchaser's specific characteristics are available from the Company
upon request.

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



                                       58
<PAGE>   64
               PERFORMANCE TABLES
                  CASH VALUES
                  (CONTINUED)

<TABLE>
<CAPTION>
                         10 YRS. TO 12/31/94  INCEPTION TO 12/31/94
                         -------------------  ---------------------
                          Accum.  Cash Surr.    Accum.  Cash Surr.
                          Value     Value       Value     Value
- -------------------------------------------------------------------
<S>                       <C>     <C>           <C>     <C>
NATIONWIDE SEPARATE
ACCOUNT TRUST
Money Market Fund         23,257    23,257      35,780    35,780
Government Bond Fund      27,443    27,443      39,344    39,344
Total Return Fund         32,656    32,656      51,392    51,392
Capital Appreciation      N/A**      N/A**       6,369     4,556
Fund
- -------------------------------------------------------------------
NEUBERGER & BERMAN
ADVISERS MGT. TRUST
Balanced Portfolio        N/A**      N/A**      13,797    12,589
- -------------------------------------------------------------------
TCI PORTFOLIOS, INC.
TCI Advantage             N/A**      N/A**       8,680     7,068
- -------------------------------------------------------------------
</TABLE>



                                       59
<PAGE>   65

                          Independent Auditors' Report

The Board of Directors and Contract Owners of
  Nationwide VLI Separate Account-3
  Nationwide Life Insurance Company:

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-3 as of December 31,
1994, and the related statements of operations and changes in contract owners'
equity for each of the years in the three year period then ended. 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. Our procedures included
confirmation of securities owned as of December 31, 1994, 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 referred to above present fairly,
in all material respects, the financial position of Nationwide VLI Separate
Account-3 as of December 31, 1994, and the results of its operations and its
changes in contract owners' equity for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.

      Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
February 3, 1995


                                      60



<PAGE>   66

                        NATIONWIDE VLI SEPARATE ACCOUNT-3
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                                December 31, 1994
<TABLE>
<CAPTION>

Assets:
   Investments at market value:
<S>                                                                                                                      <C>        
      Nationwide SAT -- Capital Appreciation Fund (NWCapApp)
         224,900 shares (cost $2,428,903) ...................................................................            $ 2,455,906

      Nationwide SAT -- Government Bond Fund (NWGvtBd)
         128,019 shares (cost $1,420,293) ...................................................................              1,305,795

      Nationwide SAT -- Money Market Fund (NWMyMkt)
         467,737 shares (cost $467,737) .....................................................................                467,737

      Nationwide SAT -- Total Return Fund (NWTotRet)
         710,405 shares (cost $7,222,030) ...................................................................              6,890,932

      Neuberger & Berman Advisers Management Trust -- Balanced Portfolio (NBBal)
         58,151 shares (cost $866,450) ......................................................................                843,766

      TCI Portfolios, Inc. -- TCI Advantage (TCIAdv)
         127,425 shares (cost $681,932) .....................................................................                698,291
                                                                                                                         -----------
                 Total assets ...............................................................................             12,662,427

Accounts payable ............................................................................................                  1,314
                                                                                                                         -----------
Contract owners' equity .....................................................................................            $12,661,113
                                                                                                                         ===========
</TABLE>


<TABLE>
<CAPTION>


Contract owners' equity represented by:                                          Units                  Unit Value
                                                                                 -----                  ----------
   <S>                                                                          <C>                   <C>                <C>        
   Nationwide SAT-- Capital Appreciation Fund .........................         214,216               $ 11.465403        $ 2,456,073
   Nationwide SAT-- Government Bond Fund ..............................         102,657                 12.720514          1,305,850
   Nationwide SAT-- Money Market Fund .................................          41,687                 11.176411            465,911
   Nationwide SAT-- Total Return Fund .................................         485,095                 14.205723          6,891,125
   Neuberger & Berman Advisers Management
     Trust--  Balanced Portfolio ......................................          73,175                 11.531273            843,801
   TCI Portfolios, Inc.-- TCI Advantage ...............................          35,575                 11.321934            402,778
   TCI Portfolios, Inc. -- TCI Advantage --
     Initial Funding by Depositor (note 1a) ...........................          25,000                 11.822996            295,575
                                                                                =======               ===========        -----------
                                                                                                                         $12,661,113
                                                                                                                         ===========
</TABLE>

See accompanying notes to financial statements.


                                      61


<PAGE>   67
                                                          

                        NATIONWIDE VLI SEPARATE ACCOUNT-3

         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

                  Years Ended December 31, 1994, 1993 and 1992

<TABLE>
<CAPTION>

                                                                           1994             1993            1992
                                                                          ------           ------          ------
<S>                                                                    <C>              <C>             <C>   

Investment activity:

   Reinvested capital gains and dividends........................       $   494,868        145,831           22,132
                                                                        -----------     ----------       ----------
   Gain (loss) on investments:
      Proceeds from redemptions of mutual fund shares............         4,179,645      3,254,854        1,555,161
      Cost of mutual fund shares sold............................        (4,147,943)    (3,222,467)      (1,550,278)
                                                                        -----------     ----------       ----------              
      Realized gain on investments...............................            31,702         32,387            4,883
      Change in unrealized gain (loss) on investments............          (556,146)       107,861           (8,756)
                                                                        -----------     ----------       ----------
         Net gain (loss) on investments..........................          (524,444)       140,248           (3,873)
                                                                        -----------     ----------       ----------
                  Net investment activity........................           (29,576)       286,079           18,259
                                                                        -----------     ----------       ----------

Equity transactions:
   Purchase payments received from contract owners...............         8,317,542      6,745,862        1,368,570
   Surrenders (note 2d)..........................................          (172,813)      (114,800)          (2,366)
   Death Benefits (note 4).......................................           (17,276)         --               --
   Policy loans (net of repayments) (note 5).....................           (85,214)        (6,841)          (5,000)
                                                                        -----------     ----------       ----------
                  Net equity transactions........................         8,042,239      6,624,221        1,361,204
                                                                        -----------     ----------       ----------
Expenses:
   Deductions for surrender charges (note 2d)....................           (59,849)       (44,036)           --
   Redemptions to pay cost of insurance charges
      and administrative charges (notes 2b and 2c) ..............        (2,524,466)    (1,065,559)        (124,254)
   Deductions for asset charges (note 3).........................           (80,632)       (24,233)          (2,807)
                                                                        -----------     ----------       ----------
                  Total expenses.................................        (2,664,947)    (1,133,828)        (127,061)
                                                                        -----------     ----------       ----------

Net change in contract owners' equity............................         5,347,716      5,776,472        1,252,402
Contract owners' equity beginning of period......................         7,313,397      1,536,925          284,523
                                                                        -----------     ----------       ----------
Contract owners' equity end of period............................       $12,661,113      7,313,397        1,536,925
                                                                        ===========     ==========       ==========


</TABLE>


See accompanying notes to financial statements.


                                      62



<PAGE>   68
                                                             

                        NATIONWIDE VLI SEPARATE ACCOUNT-3

                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 1994, 1993 and 1992

(1)   Summary of Significant Accounting Policies

   (a)  Organization

     The Nationwide VLI Separate Account--3 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide 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 TCI
Portfolios, Inc.--TCI Advantage, for which it was credited with 25,000
accumulation units. The value of the accumulation units purchased by the Company
on August 21, 1991 was $250,000.

   (b)  The Contracts

     Flexible premium life insurance contracts with a front-end sales load, a
surrender charge and certain other fees have been purchased. See note 2 for a
discussion of policy charges.

     Contract owners may invest in the following funds:

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

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

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

     TCI Portfolios, Inc. -- TCI Advantage (TCIAdv)

     At December 31, 1994, contract owners have invested in all of the above
funds. The contract owners' equity is affected by the investment results of each
fund and certain policy charges (see note 2). The accompanying financial
statements include only contract owners' purchase payments pertaining to the
variable portions of their contracts and exclude any purchase payments for fixed
dollar benefits, the latter being included in the accounts of the Company.

   (c)  Security Valuation, Transactions and Related Investment Income

     The market value of investments is based on the closing bid prices at
December 31, 1994. 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, 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.

(2)   Policy Charges

   (a)  Deductions from Premium

     On flexible premium life insurance 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. Additionally, the Company deducts a front-end
sales load of up to 3.5% from each premium payment received. 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. The 
amount of the charge is based upon age, sex, rate class and net amount at risk 
(death benefit less total contract value).


                                      63


<PAGE>   69

   (c)  Administrative Charges

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

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

   (d)   Surrenders

     Policy surrenders result in a redemption of the contract value from the
Separate 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 amount
of the charge is based upon a specified percentage of the initial surrender
charge which varies by issue age, sex and rate class. For flexible premium
contracts, the charge is 100% of the initial surrender charge in the first year,
declining to 30% of the initial surrender charge in the ninth year.

     No surrender charge is assessed on any contract surrendered after the ninth
year.

     The Company may waive the surrender charge for certain contracts in which
the sales expenses normally associated with the distribution of a contract are
not incurred.

(3)   Asset Charges

     The Company deducts a charge equal to an annual rate of .80%, with certain
exceptions, to cover mortality and expense risk charges related to operations.
This charge is assessed through the unit value calculation.

(4)   Death Benefits

     Death benefits result in a redemption of the contract value from the
Separate Account and payment of the death benefit proceeds, less any outstanding
policy loans and policy charges, to the legal beneficiary. The excess of the
death benefit proceeds over the contract value on the date of death is paid by
the Company's general account.

(5)   Policy Loans (Net of Repayments)

     Contract provisions allow contract owners to borrow 90% of a policy's cash
surrender value. The contract is charged 6% on the outstanding loan and is due
and payable in advance on the policy anniversary.

     At the time the loan is granted, the amount of the loan plus interest, if
any, 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. Interest credited is paid by the
Company's general account to the Account. Loan repayments result in a transfer
of collateral back to the Account.

(6)   Schedule I

     Schedule I presents the components of the change in the unit values, which
are the basis for contract owners' equity. This schedule is presented 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
              fund.)
           -  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.


                                      64


<PAGE>   70
<TABLE>    
<CAPTION>  

                        NATIONWIDE VLI SEPARATE ACCOUNT-3                                               Schedule I

                       SCHEDULES OF CHANGES IN UNIT VALUE

                  Years Ended December 31, 1994, 1993 and 1992

           
           


                                   NWCapApp        NWGvtBd        NWMyMkt      NWTotRet        NBBal         TCIAdv       TCIAdv+
                                   --------       ---------      ---------    ----------      -------       --------     ---------
<S>                                <C>            <C>           <C>           <C>           <C>           <C>           <C>
1994
  Beginning unit value - Jan. 1    $11.662121     13.250482     10.845265     14.167308     12.027618     11.295721     11.701906
  Reinvested capital
   gains and
   dividends                          .184927       .833925       .419275       .717782       .469287       .297670       .309969
  Unrealized gain (loss)             (.289863)    (1.261429)      .000000      (.565055)     (.872191)     (.181209)     (.188879)
  Asset charges                      (.091782)     (.102464)     (.088129)     (.114312)     (.093441)     (.090248)      .000000
  Ending unit value - Dec. 31      $11.465403     12.720514     11.176411     14.205723     11.531273     11.321934     11.822996
  Percentage increase
   (decrease) in
   unit value* (a)                      (2)%          (4)%           3%            0%           (4)%            0%           1%

1993
  Beginning unit value - Jan.1     $10.725293     12.196370     10.639809     12.875439     11.389202     10.657984     10.953160
  Reinvested capital
   gains and
   dividends                          .261975       .781559       .291848       .527331       .175648       .223352       .230690
  Unrealized gain (loss)              .761628       .376228       .000000       .873117       .555361       .502395       .518056
  Asset charges                      (.086775)     (.103675)     (.086392)     (.108579)     (.092593)     (.088010)      .000000
  Ending unit value - Dec. 31      $11.662121     13.250482     10.845265     14.167308     12.027618     11.295721     11.701906
  Percentage increase
   (decrease) in
   unit value* (a)                       9%            9%            2%           10%            6%             6%           7%

1992
  Beginning unit value - Jan. 1    $10.000000     11.398284     10.372248     11.998073     10.625331     11.163943     11.380926
  Reinvested capital
   gains and
   dividends                          .117198      1.220229       .351875       .453040       .284792       .210350       .215518
  Unrealized gain (loss)              .663590      (.327900)      .000000       .523204       .566044      (.631056)     (.643284)
  Asset charges                      (.055495)     (.094243)     (.084314)     (.098878)     (.086965)     (.085253)      .000000
  Ending unit value - Dec. 31      $10.725293     12.196370     10.639809     12.875439     11.389202     10.657984     10.953160
  Percentage increase
   (decrease) in
    unit value* (a)                      7%(b)         7%            3%            7%            7%            (5)%         (4)%
</TABLE>


*An annualized rate of return cannot be determined as:
 (a) Asset charges do not include the policy charges discussed in note 2; and
 (b) This investment option was not utilized for the entire period indicated.
+For Depositor, see note 1a.

 See accompanying independent auditors' report.


                                      65


<PAGE>   71
                         INDEPENDENT AUDITORS' REPORT

The Board of Directors
Nationwide Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company (a wholly owned subsidiary of Nationwide Corporation) and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, shareholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1994. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

Participating insurance and the related surplus are discussed in note 13. The
Company and its counsel are of the opinion that the ultimate ownership of the
participating surplus in excess of the contemplated equitable policyholder
dividends belongs to the shareholder. The accompanying consolidated financial
statements are presented on such basis.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in note 2 to the consolidated financial statements, 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 27, 1995


                                      66

<PAGE>   72
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                          Consolidated Balance Sheets

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

<TABLE>
<CAPTION>
                                     Assets                                                1994                1993
                                     ------                                             -----------         ----------  
<S>                                                                                     <C>                <C>
Investments (notes 5, 8 and 9):
   Securities available-for-sale, at fair value:
      Fixed maturities (cost $8,318,865 in 1994)                                        $ 8,045,906                 -
      Equity securities (cost $18,373 in 1994; $8,263 in 1993)                               24,713            16,593
   Fixed maturities held-to-maturity, at amortized cost (fair value $3,602,310
      in 1994; $10,886,820 in 1993)                                                       3,688,787        10,120,978
   Mortgage loans on real estate                                                          4,222,284         3,871,560
   Real estate                                                                              252,681           253,831
   Policy loans                                                                             340,491           315,898
   Other long-term investments                                                               63,914           118,490
   Short-term investments (note 14)                                                         131,643            41,797
                                                                                        -----------       -----------
                                                                                         16,770,419        14,739,147
                                                                                        -----------       -----------

Cash                                                                                          7,436            21,835
Accrued investment income                                                                   220,540           190,886
Deferred policy acquisition costs                                                         1,064,159           811,944
Deferred Federal income tax                                                                  36,515                 -
Other assets                                                                                790,603           636,161
Assets held in Separate Accounts (note 8)                                                12,222,461         9,006,388
                                                                                        -----------       -----------
                                                                                        $31,112,133        25,406,361
                                                                                        ===========       ===========

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

Future policy benefits and claims (notes 6 and 8)                                        16,321,461        14,092,255
Policyholders' dividend accumulations                                                       338,058           322,686
Other policyholder funds                                                                     72,770            71,959
Accrued Federal income tax (note 7):
   Current                                                                                   13,126            12,294
   Deferred                                                                                       -            31,659
                                                                                        -----------       -----------
                                                                                             13,126            43,953
                                                                                        -----------       -----------

Other liabilities                                                                           235,778           217,952
Liabilities related to Separate Accounts (note 8)                                        12,222,461         9,006,388
                                                                                        -----------       -----------
                                                                                         29,203,654        23,755,193
                                                                                        -----------       -----------

Shareholder's equity (notes 3, 4, 7 and 13):
   Capital shares, $1 par value.  Authorized 5,000 shares, issued and
     outstanding 3,815 shares                                                                 3,815             3,815
   Paid-in additional capital                                                               622,753           422,753
   Unrealized gains (losses) on securities available-for-sale, net of adjustment
     to deferred policy acquisition costs of $82,525 ($0 in 1993) and net of               
     deferred Federal income tax benefit of $64,425 ($1,583 expense in 1993)               (119,668)            6,747
   Retained earnings                                                                      1,401,579         1,217,853
                                                                                        -----------       -----------
                                                                                          1,908,479         1,651,168
                                                                                        -----------       -----------
Commitments and contingencies (notes 9 and 16)                                          
                                                                                        $31,112,133        25,406,361
                                                                                        ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      67

<PAGE>   73

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                       Consolidated Statements of Income

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)
<TABLE>
<CAPTION>
                                                                            1994             1993             1992
                                                                         ----------       ----------       ----------
<S>                                                                      <C>              <C>             <C>
Revenues (note 17):
   Traditional life insurance premiums                                   $  209,538          215,715          226,888
   Accident and health insurance premiums                                   324,524          312,655          430,009
   Universal life and investment product policy charges                     239,021          188,057          148,464
   Net investment income (note 5)                                         1,289,501        1,204,426        1,120,157
   Net ceded commissions from disposition of credit life and                                             
     credit accident and health business (note 12)                                -                -           27,115
   Realized gains (losses) on investments (notes 5 and 14)                  (16,384)         113,673          (19,315)
                                                                         ----------       ----------       ----------
                                                                          2,046,200        2,034,526        1,933,318
                                                                         ----------       ----------       ----------
Benefits and expenses:                                                                                   
   Benefits and claims                                                    1,279,763        1,236,906        1,319,735
   Provision for policyholders' dividends on participating                                                
     policies (note 13)                                                      46,061           53,189           61,834
  Amortization of deferred policy acquisition costs                          94,744          102,134           99,197
  Other operating costs and expenses                                        352,402          329,396          321,993
                                                                         ----------       ----------       ----------
                                                                          1,772,970        1,721,625        1,802,759
                                                                         ----------       ----------       ----------
          Income before Federal income tax and cumulative                                                
            effect of changes in accounting principles                      273,230          312,901          130,559
                                                                         ----------       ----------       ----------
                                                                                                         
Federal income tax (note 7):                                                                             
   Current expense                                                           79,847           75,124           47,402
   Deferred expense (benefit)                                                 9,657           31,634          (13,660)
                                                                         ----------       ----------       ----------
                                                                             89,504          106,758           33,742
                                                                         ----------       ----------       ----------
                                                                                                         
          Income before cumulative effect of changes in                                                  
            accounting principles                                           183,726          206,143           96,817
                                                                                                         
Cumulative effect of changes in accounting principles,                                                   
   net of tax (note 3)                                                            -            5,365                -
                                                                         ----------       ----------       ----------
          Net income                                                     $  183,726          211,508           96,817
                                                                         ==========       ==========       ==========

</TABLE>                                                                       

                                                                               
         See accompanying notes to consolidated financial statements.          


                                      68


<PAGE>   74

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                        Unrealized
                                                                      gains (losses)
                                                        Paid-in       on securities                             Total
                                        Capital       additional      available-for-        Retained        shareholder's
                                         shares         capital         sale, net           earnings           equity
                                       ---------      -----------     --------------       ----------       -------------
<S>                                    <C>            <C>             <C>                  <C>              <C>
1992:
   Balance, beginning of year           $  3,815         311,753              96,048          933,179           1,344,795
   Dividends paid to shareholder               -               -                   -           (5,846)             (5,846)
   Net income                                  -               -                   -           96,817              96,817
   Unrealized losses on equity
     securities, net of deferred
     Federal income tax                        -               -              (5,524)               -              (5,524)
                                       ---------      -----------     --------------       ----------       -------------
   Balance, end of year                 $  3,815         311,753              90,524        1,024,150           1,430,242
                                       =========      ===========     ==============       ==========       =============

1993:
   Balance, beginning of year              3,815         311,753              90,524        1,024,150           1,430,242
   Capital contributions                       -         111,000                   -                -             111,000
   Dividends paid to shareholder               -               -                   -          (17,805)            (17,805)
   Net income                                  -               -                   -          211,508             211,508
   Unrealized losses on equity
     securities, net of deferred
     Federal income tax                        -               -             (83,777)               -             (83,777)
                                       ---------      -----------     --------------       ----------       -------------
   Balance, end of year                 $  3,815         422,753               6,747        1,217,853           1,651,168
                                       =========      ===========     ==============       ==========       =============

1994:
   Balance, beginning of year              3,815         422,753               6,747        1,217,853           1,651,168
   Capital contribution                        -         200,000                   -                -             200,000
   Net income                                  -               -                   -          183,726             183,726
   Adjustment for change in
     accounting for certain
     investments in debt and 
     equity securities, net of
     adjustment to deferred policy          
     acquisition costs and deferred
     Federal income tax (note 3)               -               -             216,915                -             216,915
  Unrealized losses on securities
     available-for-sale, net of
     adjustment to deferred policy
     acquisition costs and deferred
     Federal income tax                        -               -            (343,330)               -            (343,330)
                                       ---------      -----------     --------------       ----------       -------------
  Balance, end of year                 $   3,815         622,753            (119,668)       1,401,579           1,908,479
                                       =========      ===========     ==============       ==========       =============
</TABLE>


                                                                     
See accompanying notes to consolidated financial statements.


                                      69

<PAGE>   75

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                     Consolidated Statements of Cash Flows

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                              1994             1993             1992
                                                                           ----------       ----------       ----------
<S>                                                                       <C>               <C>              <C>
Cash flows from operating activities:
  Net income                                                               $  183,726          211,508           96,817
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Capitalization of deferred policy acquisition costs                    (264,434)        (191,994)        (177,928)
      Amortization of deferred policy acquisition costs                        94,744          102,134           99,197
      Amortization and depreciation                                             6,207           11,156            5,607
      Realized losses (gains) on invested assets, net                          15,949         (113,648)          19,092
      Deferred Federal income tax benefit                                      (2,166)          (6,006)         (13,105)
      Increase in accrued investment income                                   (29,654)         (4,218)          (11,518)
      (Increase) decrease in other assets                                    (112,566)        (549,277)           6,132
      Increase in policyholder account balances                             1,038,641          509,370           19,087
      Increase in policyholders' dividend accumulations                        15,372           17,316           18,708
      Increase (decrease) in accrued Federal income tax payable                   832           16,838          (15,723)
      Increase in other liabilities                                            17,826           26,958           73,512
      Other, net                                                              (19,303)         (11,745)         (10,586)
                                                                           ----------       ----------       ----------
        Net cash provided by operating activities                             945,174           18,392          109,292
                                                                           ----------       ----------       ----------
                                                                                                                       
Cash flows from investing activities:
  Proceeds from maturity of securities available-for-sale                     579,067                -                -
  Proceeds from sale of securities available-for-sale                         247,876          247,502           27,844
  Proceeds from maturity of fixed maturities held-to-maturity                 516,003        1,192,093        1,030,397
  Proceeds from sale of fixed maturities                                            -           33,959          123,422
  Proceeds from repayments of mortgage loans on real estate                   220,744          146,047          259,659
  Proceeds from sale of real estate                                            46,713           23,587           22,682
  Proceeds from repayments of policy loans and
     sale of other invested assets                                            134,998           59,643           99,189
  Cost of securities available-for-sale acquired                           (2,569,672)         (12,550)         (12,718)
  Cost of fixed maturities held-to-maturity acquired                         (675,835)      (2,016,831)      (2,687,975)
  Cost of mortgage loans on real estate acquired                             (627,025)        (475,336)        (654,403)
  Cost of real estate acquired                                                (15,962)          (8,827)        (137,843)
  Policy loans issued and other invested assets acquired                     (118,012)         (76,491)         (97,491)
                                                                           ----------       ----------       ----------
      Net cash used in investing activities                                (2,261,105)        (887,204)      (2,027,620)
                                                                           ----------       ----------       ----------

Cash flows from financing activities:
  Proceeds from capital contributions                                         200,000          111,000                -
  Dividends paid to shareholder                                                     -          (17,805)          (5,846)
  Increase in universal life and investment product account balances        3,640,958        2,249,740        2,468,236
  Decrease in universal life and investment product account balances       (2,449,580)      (1,458,504)        (575,180)
                                                                           ----------       ----------       ----------
      Net cash provided by financing activities                             1,391,378          884,431        1,887,210
                                                                           ----------       ----------       ----------

Net increase (decrease) in cash and cash equivalents                           75,447           15,619          (31,118)

Cash and cash equivalents, beginning of year                                   63,632           48,013           79,131
                                                                           ----------       ----------       ----------
Cash and cash equivalents, end of year                                     $  139,079           63,632           48,013
                                                                           ==========       ==========       ==========

</TABLE>


See accompanying notes to consolidated financial statements.


                                      70


<PAGE>   76

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                   Notes to Consolidated Financial Statements

                        December 31, 1994, 1993 and 1992
                                (000 s omitted)

(1)     Organization and Description of Business
        
        Nationwide Life Insurance Company (NLIC) is a wholly owned      
        subsidiary of Nationwide Corporation (Corp.).  Wholly-owned
        subsidiaries of NLIC include Financial Horizons Life Insurance
        Company (FHLIC), West Coast  Life Insurance Company (WCLIC), National 
        Casualty Company and subsidiaries (NCC), Nationwide Financial
        Services, Inc. (NFS), and effective December 31, 1994, Employers Life
        Insurance Company of Wausau and subsidiary (ELICW).  NLIC and its
        subsidiaries are collectively referred to as "the Company".

        NLIC, FHLIC, WCLIC and ELICW are life and accident and health
        insurers and NCC is a property  and casualty insurer. The Company is
        licensed in all 50 states, the District of Columbia, the Virgin
        Islands and Puerto Rico.  The  Company offers a full range of life, 
        health and annuity products through exclusive agents and other
        distribution channels and is subject to competition from other
        insurers throughout the United States.  The Company is subject to
        regulation by the Insurance Departments of states in which it is
        licensed, and undergoes periodic examinations by those departments.

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

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

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

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

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

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

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


                                      71


<PAGE>   77
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


                 (a) Consolidation Policy

                     The December 31, 1994, 1993 and 1992 consolidated
                     financial statements include the accounts of  NLIC and its
                     wholly owned subsidiaries FHLIC, WCLIC, NCC and NFS.  The
                     December 31, 1994 consolidated balance sheet also
                     includes the accounts of ELICW, which was acquired by
                     NLIC effective December 31, 1994.  See Note 14.  All
                     significant intercompany balances and transactions have
                     been eliminated.

                 (b) Valuation of Investments and Related Gains and Losses

                     Prior to January 1, 1994, the Company classified fixed
                     maturities in accordance with the then existing accounting
                     standards, and accordingly, fixed maturity securities were
                     carried at amortized cost, adjusted for amortization of
                     premium or discount, since the Company had both the
                     ability and intent to hold those securities until
                     maturity.  Equity securities were carried at fair value
                     with the unrealized gains and losses, net of deferred
                     Federal income tax, reported as a separate component of
                     shareholder's equity.

                     In May 1993, the Financial Accounting Standards Board
                     (FASB) issued STATEMENT OF FINANCIAL ACCOUNTING
                     STANDARDS NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN
                     DEBT AND EQUITY SECURITIES (SFAS 115).  SFAS 115
                     requires fixed maturities and equity securities to be
                     classified as either held-to-maturity, available-for-sale,
                     or trading.  The Company has  no trading securities.  The 
                     Company adopted SFAS 115 as of January 1, 1994, with no 
                     effect on consolidated net income.  See note 3 regarding 
                     the effect on consolidated shareholder's equity.

                     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.

                     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.  Loans in foreclosure and loans
                     considered in-substance foreclosed as of the balance
                     sheet date are placed on non-accrual status and written
                     down to the fair value of the existing property to
                     derive a new cost basis.   Real estate is carried at
                     cost less accumulated depreciation and valuation
                     allowances.  Other long-term investments are carried on
                     the equity basis, adjusted for valuation allowances.

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

                     In May, 1993, the FASB issued STATEMENT OF FINANCIAL
                     ACCOUNTING STANDARDS NO. 114 - ACCOUNTING BY CREDITORS
                     FOR IMPAIRMENT OF A LOAN (SFAS 114).  SFAS 114, which
                     was amended by STATEMENT OF FINANCIAL ACCOUNTING
                     STANDARDS NO. 118 - ACCOUNTING BY CREDITORS FOR
                     IMPAIRMENT OF A LOAN - INCOME RECOGNITION AND
                     DISCLOSURE in October, 1994, requires the measurement of
                     impaired loans be 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
                     loan's observable market price or the fair value of the
                     collateral if the loan is collateral dependent.  The
                     impact on  the consolidated financial statements of
                     adopting SFAS 114 as amended is not expected to be
                     material.  Previously issued consolidated financial
                     statements shall not be restated.  The Company will adopt
                     SFAS 114 as amended in 1995.


                                      72

<PAGE>   78
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


                 (c) Revenues and Benefits

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

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

                     ACCIDENT AND HEALTH INSURANCE:  Accident and health 
                     insurance premiums are recognized as revenue over the 
                     terms of the policies.  Policy claims are charged to 
                     expense in the period that the claims are incurred.

                 (d) Deferred Policy Acquisition Costs

                     The costs of acquiring new business, principally
                     commissions, certain expenses of the policy issue
                     and underwriting department and certain variable
                     agency expenses have been deferred.  For traditional
                     life and individual health insurance products, these
                     deferred acquisition costs are predominantly being
                     amortized with interest over the premium paying period
                     of the related policies in proportion to the ratio of
                     actual annual premium revenue to the anticipated total
                     premium revenue.  Such anticipated premium revenue was
                     estimated using the same assumptions as were used for
                     computing liabilities for future policy benefits.  For
                     universal life and investment products, deferred policy
                     acquisition costs are being amortized with interest over
                     the lives of the policies in relation to the present
                     value of estimated future gross profits from projected
                     interest margins, 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.  Beginning January 1, 1994,
                     deferred policy acquisition costs are adjusted to
                     reflect the impact of unrealized gains and losses on
                     fixed maturity securities available-for-sale.  See note
                     2(b).

                 (e) Separate Accounts

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

                 (f) Future Policy Benefits

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

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

                     Future policy benefits and claims for group long-term
                     disability policies are the present value (primarily
                     discounted at 5.5%) of amounts not yet due on reported
                     claims and an estimate of amounts to be paid on incurred
                     but unreported claims.  The impact of reserve discounting
                     is not material.  Future policy benefits and claims on
                     other group health policies are not discounted.


                                      73

<PAGE>   79

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

                 (g) Participating Business
                     
                     Participating business represents approximately 45%
                     (48% in 1993 and 1992) of the Company's ordinary
                     life insurance in force, 72% (72% in 1993; 71% in 1992)
                     of the number of policies in force, and 41% (45% in 1993
                     and 1992) of life insurance premiums.  The provision for
                     policyholder dividends is based on current dividend
                     scales.  Future dividends are provided for ratably in
                     future policy benefits based on dividend scales in effect
                     at the time the policies were issued.  Dividend scales are
                     approved by the Board of Directors.

                     Income attributable to participating policies in excess
                     of policyholder dividends is accounted for as belonging to
                     the shareholder.  See note 13.

                 (h) Federal Income Tax
                     
                     NLIC, FHLIC, WCLIC and NCC file a consolidated Federal
                     income tax return with Nationwide Mutual Insurance Company
                     (NMIC), the majority shareholder of Corp.  Through 1994,
                     ELICW filed a consolidated Federal income tax return with
                     Employers Insurance of Wausau A Mutual Company.
                     Beginning in 1995, ELICW will file a separate Federal
                     income tax return.

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

                     Prior to 1993, the Company applied the deferred method
                     of accounting for income tax which recognized deferred
                     income tax for income and expense items that are reported
                     in different years for financial reporting purposes and
                     income tax purposes using the tax rate applicable for
                     the year of calculation.  Under the deferred method,
                     deferred tax is not adjusted for subsequent changes in tax
                     rates.  See note 7.

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

                 (i) Reinsurance Ceded
                     
                     Reinsurance premiums ceded and reinsurance recoveries
                     on benefits and claims incurred are deducted from the
                     respective income and expense accounts.  Assets and
                     liabilities related to reinsurance ceded are reported on
                     a gross basis.

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

                 (k) Reclassification
                     
                     Certain items in the 1993 and 1992 consolidated financial
                     statements have been reclassified to conform to the 1994
                     presentation.


                                      74

<PAGE>   80

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

(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 a new accounting standard by the FASB
        as described in Note 2(b).  As of January 1, 1994, the company
        classified fixed maturity securities with amortized cost and fair value
        of $6,593,844 and $7,024,736, respectively, as available-for-sale
        and recorded the securities at fair value.  Previously, these
        securities were recorded at amortized cost.  The effect as of January
        1, 1994 has been recorded as  a direct credit to shareholder's equity
        as follows:

<TABLE>
           <S>                                                                   <C>
           Excess of fair value over amortized cost of fixed maturity
              securities available-for-sale                                       $430,892
           Adjustment to deferred policy acquisition costs                         (97,177)
           Deferred Federal income tax                                            (116,800)
                                                                                  --------
                                                                                  $216,915
                                                                                  ========
</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 consolidated 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 7)              $ 26,344
           Accrual method of recognizing postretirement benefits other
              than pensions (net of tax benefit of $11,296), (note 11)             (20,979)
                                                                                  --------
                  Net cumulative effect of changes in accounting principles       $  5,365
                                                                                  ========
</TABLE>  

(4)     Basis of Presentation
        
        The consolidated financial statements have been prepared in     
        accordance with GAAP.  Annual Statements for NLIC and FHLIC, WCLIC,
        ELICW and NCC, filed with the Department ofInsurance of the State of 
        Ohio, California Department of Insurance, Wisconsin Insurance
        Department and Michigan Bureau of Insurance, respectively, are prepared
        on the basis of accounting practices prescribed or permitted by 
        such regulatory authorities.  Prescribed statutory accounting
        practices include a variety of publications of the National Association
        of Insurance Commissioners (NAIC), as  well as state laws, regulations 
        and general administrative rules.  Permitted statutory accounting
        practices encompass all accounting practices not so prescribed.  The
        Company has no material permitted statutory accounting practices.

        The following reconciles the statutory net income of NLIC as
        reported to regulatory authorities to the net income as shown
        in the accompanying consolidated financial statements:

<TABLE>
<CAPTION>
                                                                                     1994           1993            1992
                                                                                   --------        -------         -------
           <S>                                                                   <C>              <C>             <C>
           Statutory net income                                                    $ 76,532        185,943          33,812
           Adjustments to restate to the basis of GAAP:
                 Consolidating statutory net income of subsidiaries                  14,350         19,545          21,519
                 Increase in deferred policy acquisition costs, net                 167,166         89,860          78,731
                 Future policy benefits                                             (76,310)       (70,640)        (63,355)
                 Deferred Federal income tax (expense) benefit                       (9,657)       (31,634)         13,660
                 Equity in earnings of affiliates                                     1,013          7,121           4,618
                 Valuation allowances and other than temporary
                   declines accounted for directly in surplus                         6,275         (6,638)          3,402
                 Interest maintenance reserve                                        (7,332)        13,754           7,588
                 Cumulative effect of changes in accounting principles, 
                   net of tax                                                             -          5,365               -
                 Other, net                                                          11,689         (1,168)         (3,158)
                                                                                   --------        -------         -------
                    Net income per accompanying consolidated
                       statements of income                                        $183,726        211,508          96,817
                                                                                   ========        =======         =======
</TABLE>   

                                      75

<PAGE>   81

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The following reconciles the statutory capital shares and
        surplus of NLIC as reported to regulatory authorities to the
        shareholder's equity as shown in the accompanying consolidated
        financial statements:

<TABLE>        
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Statutory capital shares and surplus                                    $1,262,861        992,631        647,307
           Add (deduct) cumulative effect of adjustments:
                 Deferred policy acquisition costs                                  1,064,159        811,944        722,084
                 Nonadmitted assets and furniture and equipment charged to
                   income in the year of acquisition, net of accumulated
                   depreciation                                                        16,120         22,573         15,712
                 Asset valuation reserve                                              153,387        105,596        138,727
                 Interest maintenance reserve                                          18,843         21,069          7,315
                 Future policy benefits                                              (310,302)      (238,231)      (167,591)
                 Deferred Federal income tax, including effect of changes in
                   accounting principles in 1993                                       36,515        (31,659)       (82,724)
                 Cumulative effect of change in accounting principles for
                   postretirement benefits other than pensions, gross                       -        (32,275)             -
                 Difference between amortized cost and fair value of fixed
                  maturity securities available-for-sale, gross                      (272,959)             -              -
                 Other, net                                                           (60,145)          (480)       149,412
                                                                                   ----------     ----------     ----------
                     Shareholder's equity per accompanying consolidated
                        balance sheets                                             $1,908,479      1,651,168      1,430,242
                                                                                   ==========     ==========     ==========
</TABLE>   
           
(5)     Investments
        

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

<TABLE>
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Gross investment income:
               Securities available-for-sale:
                 Fixed maturities                                                  $  674,346              -              -
                 Equity securities                                                        550          7,230          6,949
               Fixed maturities held-to-maturity                                      193,009        800,255        754,876
               Mortgage loans on real estate                                          376,783        364,810        334,769
               Real estate                                                             40,280         39,684         27,410
               Short-term                                                               6,990          5,080          7,298
               Other                                                                   42,831         33,832         30,717
                                                                                   ----------       --------       --------
                     Total investment income                                        1,334,789      1,250,891      1,162,019
           Less investment expenses                                                    45,288         46,465         41,862
                                                                                   ----------     ----------     ----------
                     Net investment income                                         $1,289,501      1,204,426      1,120,157
                                                                                   ==========     ==========     ==========
</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>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Securities available-for-sale:
              Fixed maturities                                                    $  (703,851)             -              -
              Equity securities                                                        (1,990)      (128,837)        (9,195)
           Fixed maturities held-to-maturity                                         (421,427)       223,392         17,774
                                                                                  -----------       --------       --------
                                                                                  $(1,127,268)        94,555          8,579
                                                                                  ===========       ========       ========
                                                                               
</TABLE>   


                                      76

<PAGE>   82

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


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

<TABLE>
<CAPTION>
                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
           <S>                                                                    <C>              <C>            <C>
           Realized on disposition of investments:
             Securities available-for-sale:
                Fixed maturities                                                     $(13,720)             -              -
                Equity securities                                                       1,427        129,728          7,215
             Fixed maturities                                                               -         21,159         13,399
             Mortgage loans on real estate                                            (16,130)       (17,763)       (30,334)
             Real estate and other                                                      5,765        (12,813)       (12,997)
                                                                                   ----------       --------       --------
                                                                                      (22,658)       120,311        (22,717)
                                                                                   ----------       --------       --------
                                                                                          
           
           Valuation allowances:
             Securities available-for-sale:
                Fixed maturities                                                        6,600              -              -
             Fixed maturities                                                               -           (934)         1,792
             Mortgage loans on real estate                                             (4,332)       (10,478)        (5,969)
             Real estate and other                                                      4,006          4,774          7,579
                                                                                   ----------       --------       --------
                                                                                        6,274         (6,638)         3,402
                                                                                   ----------       --------       --------
                                                                                     $(16,384)       113,673        (19,315)
                                                                                   ==========       ========       ========
</TABLE>   
           
        The amortized cost and estimated fair value of securities       
        available-for-sale and fixed maturities held-to-maturity were as
        follows as of December 31, 1994:
       
<TABLE>
<CAPTION>
                                                                                     Gross          Gross
                                                                  Amortized        unrealized     unrealized        Estimated
                                                                     cost            gains          losses         fair value
                                                                 -----------       ----------     ----------       ----------
          <S>                                                    <C>               <C>            <C>              <C>
          Securities available-for-sale                                                                    
                                                                  
            Fixed maturities:
              US Treasury securities and obligations of US
                government corporations and agencies              $  393,156           1,794         (18,941)         376,009
              Obligations of states and political           
                subdivisions                                           2,202              55             (21)           2,236
              Debt securities issued by foreign governments          177,910             872          (9,205)         169,577
              Corporate securities                                 4,201,738          50,405        (128,698)       4,123,445
              Mortgage-backed securities                           3,543,859          18,125        (187,345)       3,374,639
                                                                 -----------       ----------     ----------       ----------
                  Total fixed maturities                           8,318,865          71,251        (344,210)       8,045,906
            Equity securities                                         18,373           6,636            (296)          24,713
                                                                 -----------       ----------     ----------       ----------
                                                                  $8,337,238          77,887        (344,506)       8,070,619
                                                                 ===========       ==========     ==========       ==========
                                                                                                              
          Fixed maturity securities held-to-maturity                                       
                                                                    
              Obligations of states and political               
                subdivisions                                      $   11,613              92            (255)          11,450
              Debt securities issued by foreign governments           16,131             111             (39)          16,203
              Corporate securities                                 3,661,043          34,180        (120,566)       3,574,657
                                                                 -----------       ----------     ----------       ----------
                                                                  $3,688,787          34,383        (120,860)       3,602,310
                                                                 ===========       ==========     ==========       ==========
</TABLE>                                                                      


                                      77

<PAGE>   83
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The amortized cost and estimated fair value of investments of fixed
        maturity securities were as follows as of December 31, 1993:
       
<TABLE>
<CAPTION>
                                                                                     Gross          Gross
                                                                  Amortized        unrealized     unrealized        Estimated
                                                                     cost            gains          losses         fair value
                                                                 -----------       ----------     ----------       ----------
          <S>                                                    <C>               <C>            <C>              <C>
               US Treasury securities and obligations of US
                 government corporations and agencies            $   287,738          18,204          (392)           305,550
               Obligations of states and political        
                 subdivisions                                         16,519           2,700            (5)            19,214
               Debt securities issued by foreign governments         137,092           7,719        (1,213)           143,598
               Corporate securities                                6,819,355         647,778       (15,648)         7,451,485
               Mortgage-backed securities                          2,860,274         121,721       (15,022)         2,966,973
                                                                 -----------       ----------     ----------       ----------
                                                                 $10,120,978         798,122       (32,280)        10,886,820
                                                                 ===========       ==========     ==========       ==========
</TABLE>               
        As of December 31, 1993 the net unrealized gain on equity       
        securities, before providing for deferred Federal income tax, was
        $8,330, comprised of gross unrealized gains of $8,345 and gross 
        unrealized losses of $15.

        The amortized cost and estimated fair value of fixed maturity
        securities available-for-sale and fixed maturity securities 
        held-to-maturity as of December 31, 1994, by contractual maturity,
        are shown below.  Expected maturities will differ from contractual 
        maturities because borrowers may have the right to call or prepay
        obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                      Amortized          Estimated
                                                                        cost            fair value
                                                                     ----------         -----------
           <S>                                                      <C>                <C>
           Fixed maturity securities available-for-sale
           
           Due in one year or less                                   $  294,779            294,778
           Due after one year through five years                      2,553,825          2,490,886
           Due after five years through ten years                     1,382,311          1,327,089
           Due after ten years                                          544,091            558,514
                                                                     ----------         -----------
                                                                      4,775,006          4,671,267
           Mortgage-backed securities                                 3,543,859          3,374,639
                                                                     ----------         -----------
                                                                     $8,318,865          8,045,906
                                                                     ==========         ===========
           
           Fixed maturity securities held-to-maturity
           
           Due in one year or less                                   $  333,517            333,000
           Due after one year through five years                      1,953,179          1,942,260
           Due after five years through ten years                     1,080,069          1,013,083
           Due after ten years                                          322,022            313,967
                                                                     ----------         -----------
                                                                     $3,688,787          3,602,310
                                                                     ==========         ===========
</TABLE>   
        Proceeds from the sale of securities available-for-sale during 
        1994 were $247,876, while proceeds from sales of investments in
        fixed maturity securities during 1993 were $33,959 ($123,422 during
        1992).  Gross gains of $3,406 ($2,413 in 1993 and $3,194 in 1992) and
        gross losses of $21,866 ($39 in 1993 and $513 in 1992) were realized 
        on those sales.

        Investments that were non-income producing for the twelve month
        period preceding December 31, 1994 amounted to $11,513 ($13,158 for
        1993) and consisted of $11,111 ($10,907 in 1993) in real estate and
        $402 ($2,251 in 1993) in other long-term investments.

        Real estate is presented at cost less accumulated depreciation of 
        $29,275 in 1994 ($24,717 in 1993) and valuation allowances of $27,330 
        in 1994 ($31,357 in 1993). Other valuation allowances are $0 in 1994
        ($6,680 in 1993) on fixed maturities and $47,892 in 1994 ($42,350 in
        1993) on mortgage loans on real estate.


                                      78
<PAGE>   84
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The Company generally initiates foreclosure proceedings on all
        mortgage loans on real estate delinquent sixty days.  Foreclosures 
        of mortgage loans on real estate were $37,187 in 1994 ($39,281 in
        1993) and mortgage loans on real estate in process of foreclosure or
        in-substance foreclosed as of December 31, 1994 totaled $19,878
        ($24,658 as of December 31, 1993), which approximates fair value.

        Investments with an amortized cost of $11,137 and $11,383 as of 
        December 31, 1994 and 1993, respectively, were on deposit with various
        regulatory agencies as required by law.

(6)     Future Policy Benefits and Claims
        
        The liability for future policy benefits for traditional life and
        individual health policies has been established based upon the
        following assumptions:

           Interest rates:  Interest rates vary as follows:
<TABLE>
<CAPTION>
                  Year of issue                                   Life                                     Health
                  -------------                                   ----                                     ------
                  <S>                 <C>                                                                  <C>
                  1994                7.2 %, not graded - permanent contracts with loan provisions;         5.0%
                                      6.0%, not graded - all other contracts
                  1984-1993           7.4% to 10.5%, not graded                                             5.0% to 6%
                  1966-1983           6% to 8.1%, graded over 20 years to 4% to 6.6%                        3.5% to 6%
                  1965 and prior      generally lower than post 1965 issues                                 3.5% to 4%
</TABLE>                            
           Withdrawals:  Rates, which vary by issue age, type of coverage       
           and policy duration, are based on Company experience. 

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

        The liability for future policy benefits for investment contracts
        (approximately 81% and 80% of the total liability for future policy
        benefits as of December 31, 1994 and 1993, respectively) has been
        established based on policy term, interest rates and various contract
        provisions.  The average interest rate credited on investment product
        policies was 6.5%, 7.0% and 7.5% for the years ended December 31, 1994,
        1993 and 1992, respectively.

        Future policy benefits and claims for group long-term disability
        policies are the present value (primarily discounted at 5.5%) of 
        amounts not yet due on reported claims and an estimate of amounts to be
        paid on incurred but unreported claims.  The impact of reserve
        discounting is not material.  Future policy benefits and claims on 
        other group health policies are not discounted.

        Activity in the liability for unpaid claims and claim adjustment
        expenses is summarized for the years ended December 31:
<TABLE>
<CAPTION>
                                                                  1994           1993           1992
                                                                ---------      --------       --------
           <S>                                                <C>             <C>            <C>
           Balance as of January 1                              $591,258        760,312        672,581
              Less reinsurance recoverables                      429,798        547,786        445,934
                                                                ---------      --------       --------
                    Net balance as of January 1                  161,460        212,526        226,647
                                                                ---------      --------       --------
           Incurred related to:
              Current year                                       273,299        309,721        360,545
              Prior years                                        (26,156)       (26,248)       (17,433)
                                                                ---------      --------       --------
                 Total incurred                                  247,143        283,473        343,112
                                                                ---------      --------       --------
           Paid related to:
              Current year                                       175,700        208,978        226,886
              Prior years                                         73,889        125,561        130,347
                                                                ---------      --------       --------
                 Total paid                                      249,589        334,539        357,233
                                                                ---------      --------       --------
           Unpaid claims of ELICW (note 14)                       40,223              -              -
                                                                ---------      --------       --------
                    Net balance as of December 31                199,237        161,460        212,526

              Plus reinsurance recoverables                      457,694        429,798        547,786
                                                                ---------      --------       --------
           Balance as of December 31                            $656,931        591,258        760,312
                                                                ========       ========       ========
</TABLE> 


                                      79

<PAGE>   85
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        As a result of changes in estimates for insured events of prior
        years, the provision for claims and claim adjustment expenses
        decreased in each of the three years ended December 31, 1994 due to
        lower-than-anticipated costs to settle accident and health claims.
        
(7)     Federal Income Tax
        

        Prior to 1984, the Life Insurance Company Income Tax Act of 1959 as 
        amended by the Deficit Reduction Act  of 1984 (DRA), permitted the 
        deferral from taxation of a portion of statutory income under certain
        circumstances.  In these situations, the deferred income was
        accumulated in the Policyholders' Surplus Account (PSA).  Management 
        considers the likelihood of distributions from  the PSA to be remote;
        therefore, no Federal income tax has been provided for such
        distributions in the consolidated financial statements.  The DRA 
        eliminated any additional deferrals to the PSA.  Any distributions
        from the PSA, however, will continue to be taxable at the then current
        tax rate.  The balance of the PSA is approximately $35,344 as of
        December 31, 1994.

        The Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
        109 - ACCOUNTING FOR INCOME TAXES (SFAS 109), as of January 1, 1993.  
        See note 3.  The 1992 consolidated financial statements have not 
        been restated to apply the provisions of SFAS 109.

        The significant components of deferred income tax expense for the years
        ended December 31 are as follows:
<TABLE>
<CAPTION>
                                                                       1994           1993
                                                                      ------         ------
           <S>                                                       <C>            <C>
           Deferred income tax expense (exclusive of the
              effects of other components listed below)               $9,657         29,930
           Adjustments to deferred income tax assets and
              liabilities for enacted changes in tax laws             
              and rates                                                    -          1,704
                                                                      ------         ------
                                                                      $9,657         31,634
                                                                      ======         ======
</TABLE>   
        For the year ended December 31, 1992, the deferred income tax
        benefit results from timing differences in the recognition of 
        income and expense for income tax and financial reporting purposes.  
        The primary sources of those timing differences were deferred policy
        acquisition costs (deferred expense  of $16,457) and reserves for future
        policy benefits (deferred benefit of $32,045).
        
        Total Federal income tax expense for the years ended December 31,
        1994, 1993 and 1992 differs from the amount computed by applying the
        U.S. Federal income tax rate to income before tax as follows:        
<TABLE>
<CAPTION>
                                                   
                                                   
                                                                 1994                        1993                  1992            
                                                                 ----                        ----                  ----            
                                                          Amount        %           Amount        %           Amount      %
                                                         -------       ----        --------      ----        -------     ----  
           <S>                                           <C>           <C>         <C>           <C>         <C>         <C> 
           Computed (expected) tax expense               $95,631       35.0        $109,515      35.0        $44,390     34.0
           Tax exempt interest and dividends
              received deduction                            (194)      (0.1)         (2,322)     (0.7)        (4,172)    (3.2)
           Current year increase in U.S. Federal
              income tax rate                                  -          -           1,704       0.5              -        -
           Real estate valuation allowance
              adjustment                                       -          -               -         -         (3,463)    (2.7)
           Other, net                                     (5,933)      (2.1)         (2,139)     (0.7)        (3,013)    (2.3)
                                                         -------       ----        --------      ----        -------     ----  
                 Total (effective rate of each           
                   year)                                 $89,504       32.8        $106,758      34.1        $33,742     25.8
                                                         =======       ====        ========      ====        =======     ====  
</TABLE> 
        Total Federal income tax paid was $87,576, $58,286 and $63,124 during
        the years ended December 31, 1994, 1993 and 1992, respectively.


                                      80

<PAGE>   86
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The tax effects of temporary differences that give rise to significant
        components of the net deferred tax asset (liability) as of December 31,
        1994 and 1993 are as follows:
<TABLE>
<CAPTION>                                                                              
                                                                              1994            1993
                                                                            --------        ---------
           <S>                                                             <C>             <C>
           Deferred tax assets:
              Future policy benefits                                        $124,044          129,995
              Fixed maturity securities available-for-sale                    95,536                -
              Liabilities in Separate Accounts                                94,783           64,722
              Mortgage loans on real estate and real estate                   25,632           24,020
              Other policyholder funds                                         7,137            7,759
              Other assets and other liabilities                              57,528           41,390
                                                                            --------        ---------
                Total gross deferred tax assets                              404,660          267,886
                                                                            --------        ---------
                                                                                                     
           
           Deferred tax liabilities:
              Deferred policy acquisition costs                              317,224          243,731
              Fixed maturities, equity securities and other
                 long-term investments                                         3,620           11,137
              Other                                                           47,301           44,677
                                                                            --------        ---------
                Total gross deferred tax liabilities                         368,145          299,545
                                                                            --------        ---------
                      Net deferred tax asset (liability)                    $ 36,515          (31,659)
                                                                            ========        =========
</TABLE>   
        The Company has determined that valuation  allowances are not   
        necessary as of December 31, 1994 and 1993 and January 1, 1993 (date of
        adoption of SFAS 109) based on its analysis of future deductible
        amounts.   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.

(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.  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
        insurance contracts are provided to make the fair value disclosures more
        meaningful.

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

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

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


                                      81

<PAGE>   87
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


           INVESTMENT 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 valued at the estimated fair
           value of the underlying collateral.

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

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

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

        Carrying amount and estimated fair value of financial instruments 
        subject to SFAS 107 and policy reserves on insurance contracts were as 
        follows as of December 31:

<TABLE>
<CAPTION>
                                                                    1994                             1993
                                                                    ----                             ----
                                                       Carrying         Estimated        Carrying         Estimated
                                                        amount         fair value         amount         fair value
                                                      -----------      -----------      -----------      -----------
        <S>                                           <C>              <C>              <C>              <C>
        Assets                                        
        
        Investments:                                  
          Securities available-for-sale:              
            Fixed maturities                          $ 8,045,906        8,045,906                -                -
            Equity securities                              24,713           24,713           16,593           16,593
          Fixed maturities held-to-maturity             3,688,787        3,602,310       10,120,978       10,886,820
          Mortgage loans on real estate                 4,222,284        4,173,284        3,871,560        4,175,271
          Policy loans                                    340,491          340,491          315,898          315,898
          Short-term investments                          131,643          131,643           41,797           41,797
        Cash                                                7,436            7,436           21,835           21,835
        Assets held in Separate Accounts               12,222,461       12,222,461        9,006,388        9,006,388

        Liabilities
        
        Investment contracts                           12,189,894       11,657,556       10,332,661       10,117,288
        Policy reserves on insurance contracts          3,170,085        2,934,384        2,945,120        2,873,503         
        Policyholders' dividend accumulations             338,058          338,058          322,686          322,686
        Other policyholder funds                           72,770           72,770           71,959           71,959
        Liabilities related to Separate Accounts       12,222,461       11,807,331        9,006,388        8,714,586
                                                      
</TABLE>


                                      82

<PAGE>   88
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


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

        Commitments to fund fixed rate mortgage loans on real estate are
        agreements to lend to a borrower, and are subject to conditions 
        established in the contract.  Commitments generally have fixed 
        expiration dates or other termination clauses and may require
        payment of a deposit.  Commitments extended by the Company are based on
        management's case-by-case credit evaluation of the borrower and
        the borrower's loan collateral.  The underlying mortgage property
        represents the collateral if the commitment is funded.  The Company's
        policy for new mortgage loans on real estate is to lend no more than
        80% of collateral value.  Should the commitment be funded, the
        Company's exposure to credit loss in the event of nonperformance by
        the borrower is represented by the contractual amounts of these
        commitments less the net realizable value of the collateral.  The
        contractual amounts also represent the cash requirements for all
        unfunded commitments.  Commitments  on mortgage loans on real estate 
        of $243,200 extending into 1995 were outstanding as of December 31,
        1994.

        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 22% (23% in 1993) in any geographic area and no more than 2%
        (2% in 1993) with any one  borrower. The summary below depicts loans
        by remaining principal balance as of each December 31:

<TABLE>
<CAPTION>
                                                                                                 Apartment
                                                Office            Warehouse       Retail          & other           Total
                                               --------           ---------      ---------       ---------        ----------
             <S>                               <C>                <C>            <C>              <C>              <C>
             1994:
               East North Central              $109,233            103,499         540,686         191,489           944,907
               East South Central                24,298             10,803         127,845          76,897           239,843
               Mountain                           3,150             13,770         140,358          39,682           196,960
               Middle Atlantic                   61,299             53,285         140,847          30,111           285,542
               New England                       10,536             43,282         139,131               4           192,953
               Pacific                          195,393            210,930         397,911          68,768           873,002
               South Atlantic                    87,150             81,576         424,150         210,354           803,230
               West North Central               127,760             11,766          80,854           4,738           225,118
               West South Central                51,013             84,796         184,923         194,788           515,520
                                               --------           ---------      ---------       ---------        ----------
                                               $669,832            613,707       2,176,705         816,831         4,277,075
                                               ========           =========      =========       =========
                  Less valuation allowances and unamortized discount                                                  54,791
                                                                                                                  ----------
                       Total mortgage loans on real estate, net                                                   $4,222,284
                                                                                                                  ==========
             1993:
               East North Central              $109,208           108,478          470,755         158,964           847,405
               East South Central                27,562             1,460          117,341          69,991           216,354
               Mountain                           3,228             4,742          105,560          23,065           136,595
               Middle Atlantic                   56,664            52,766          132,821          15,414           257,665
               New England                       10,565            48,398          142,530               8           201,501
               Pacific                          174,409           185,116          389,428          65,497           814,450
               South Atlantic                   112,640            58,165          391,102         238,337           800,244
               West North Central               104,933            13,458           78,408           3,917           200,716
               West South Central                50,955            47,103          183,420         161,033           442,511
                                               --------           ---------        -------       ---------        ----------
                                               $650,164           519,686        2,011,365         736,226         3,917,441
                                               ========           =========      =========       =========
                  Less valuation allowances and unamortized discount                                                  45,881
                                                                                                                  ----------    
                       Total mortgage loans on real estate, net                                                   $3,871,560
                                                                                                                  ==========
</TABLE> 


                                      83

<PAGE>   89
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


(10)    Pension Plan
        
        NLIC, FHLIC, WCLIC, NCC, and NFS participate 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.  Plan
        contributions are invested in a group annuity contract of NLIC.  
        Benefits are based upon the highest average annual salary of any 
        three consecutive years of the last ten years of service.  The Company
        funds pension costs accrued for direct employees plus an allocation of 
        pension costs accrued for employees of affiliates whose work efforts 
        benefit the Company.

        Pension costs charged to operations by the Company during the years
        ended December 31, 1994, 1993 and 1992 were $10,451, $6,702 and
        $4,613, respectively.

        The Company's net accrued pension expense as of December 31, 1994
        and 1993 was $1,836 and $1,472, respectively.

        The net periodic pension cost for the plan as a whole for the years
        ended December 31, 1994, 1993 and 1992 follows:

<TABLE> 
<CAPTION>
                                                                       1994             1993             1992
                                                                     --------         --------         --------
        <S>                                                         <C>              <C>              <C>
            Service cost (benefits earned during the period)          $64,740           47,694           44,343
            Interest cost on projected benefit obligation              73,951           70,543           68,215
            Actual return on plan assets                              (21,495)        (105,002)         (62,307)
            Net amortization and deferral                             (62,150)          20,832          (24,281)
                                                                     --------         --------         --------
               Net periodic pension cost                              $55,046           34,067           25,970
                                                                     ========         ========         ========
   
        Basis for measurements, net periodic pension cost:
   
            Weighted average discount rate                               5.75%           6.75%            7.25%
            Rate of increase in future compensation levels               4.50%           4.75%            5.25%
            Expected long-term rate of return on plan assets             7.00%           7.50%            8.00%
</TABLE>

        Information regarding the funded status of the plan as a whole as of 
        December 31, 1994 and 1993 follows:

<TABLE> 
<CAPTION>
                                                                                1994             1993
                                                                             ----------       ----------
                 <S>                                                        <C>              <C>
                     Accumulated benefit obligation:
                        Vested                                               $  914,850          972,475
                        Nonvested                                                 7,570           10,227
                                                                             ----------       ----------
                                                                             $  922,420          982,702
                                                                             ==========       ==========
                     Projected benefit obligation for
                        services rendered to date                             1,305,547        1,292,477
                     Plan assets at fair value                                1,241,771        1,208,007
                                                                             ----------       ----------
                     Plan assets less than projected benefit
                        obligation                                              (63,776)         (84,470)
                     Unrecognized prior service cost                             46,201           49,551
                     Unrecognized net losses                                     39,408           55,936
                     Unrecognized net assets at January 1, 1987                 (21,994)         (24,146)
                                                                             ----------       ----------
                          Net accrued pension expense                        $     (161)          (3,129)
                                                                             ==========       ==========

                 Basis for measurements, funded status of plan:

                     Weighted average discount rate                               7.50%            5.75%
                     Rate of increase in future compensation levels               6.75%            4.50%
</TABLE>


                                      84

<PAGE>   90
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


(11)    Postretirement Benefits Other Than Pensions
        
        In addition to the defined benefit pension plan, NLIC, FHLIC, WCLIC, 
        NCC and NFS participate with other affiliated companies in life and
        health care defined benefit plans for qualifying retirees. 
        Postretirement life and health care benefits are contributory and
        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 life insurance contributions are based on age
        and coverage amount of each retiree.  Postretirement health care 
        benefit contributions are adjusted annually and contain cost-sharing
        features such as deductibles and coinsurance.  The accounting for the
        health care plan anticipates future cost-sharing changes to the
        written plan that are consistent with the Company's expressed intent
        to increase the retiree contribution amount annually for expected
        health care inflation.  The Company's policy is to fund the cost of
        health care benefits in amounts determined at the discretion of
        management.  The Company began funding in 1994.  Plan assets are
        invested 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.  Postretirement benefit cost for 1992, which
        was recorded on a cash basis, has not been restated.

        The Company elected to immediately recognize its estimated accumulated
        postretirement benefit obligation  as of January 1, 1993.  Accordingly,
        a noncash charge of $32,275 ($20,979 net of related income tax
        benefit) was recorded in the consolidated statement of income as a 
        cumulative effect of a change in accounting principle.   See note 3. 
        The adoption of SFAS 106, including the cumulative effect of the
        change in accounting principle, increased the expense for
        postretirement benefits by $35,277 to $36,544 in 1993.  Net periodic
        postretirement benefit cost for 1994 was $4,627.  The Company's 
        accrued postretirement benefit obligation as of December 31, 1994 and
        1993 was $36,001 and $35,277, respectively.

        Actuarial assumptions for the measurement of the December 31, 1994 
        accumulated postretirement benefit obligation include a discount rate  
        of 8% and an assumed health care cost trend rate of 11%, uniformly 
        declining to an ultimate rate of 6% over 12 years.

        Actuarial assumptions for the measurement of the December 31, 1993
        accumulated postretirement benefit obligation and the 1994 net
        periodic postretirement benefit cost include a discount rate of 7% and 
        an assumed health care cost trend rate of 12%, uniformly declining to
        an ultimate rate of 6% over 12 years.

        Actuarial assumptions used to determine the accumulated postretirement
        benefit obligation as of January 1, 1993 and the 1993 net periodic
        postretirement benefit cost include a discount rate of 8% and an
        assumed health care cost trend rate of 14%, uniformly declining to an
        ultimate rate of 6% over 12 years.

        Information regarding the funded status of the plan as a whole as of
        December 31, 1994 and 1993 follows:       

<TABLE>
<CAPTION>
                                                                                             1994             1993
                                                                                          ---------        ---------
           <S>                                                                           <C>              <C>
           Accumulated postretirement benefit obligation:
              Retirees                                                                    $  76,677           90,312
              Fully eligible, active plan participants                                       22,013           24,833
              Other active plan participants                                                 59,089           84,103
                                                                                          ---------        ---------
                 Accumulated postretirement benefit obligation                              157,779          199,248
              Plan assets at fair value                                                      49,012                -
                                                                                          ---------        ---------
                 Plan assets less than accumulated postretirement benefit
                   obligation                                                              (108,767)        (199,248)
              Unrecognized net (gains) losses                                               (41,497)          15,128
                                                                                          ---------        ---------
                 Accrued postretirement benefit obligation                                $(150,264)        (184,120)
                                                                                          =========        =========              
</TABLE>


                                      85

<PAGE>   91
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The amount of net periodic postretirement benefit cost for the plan as 
        a whole for the years ended December 31, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                                                                                   1994            1993
                                                                                                 -------         -------        
           <S>                                                                                  <C>             <C>
           Net periodic postretirement benefit cost:
              Service cost - benefits attributed to employee service during the year             $ 8,586            7,090
              Interest cost on accumulated postretirement benefit obligation                      14,011           13,928
              Actual return on plan assets                                                        (1,622)               -
              Net amortization and deferral                                                        1,622                -
                                                                                                 -------           ------
                 Net periodic postretirement benefit cost                                        $22,597           21,018
                                                                                                 =======           ======
</TABLE>
        The health care cost trend rate assumption has a significant effect
        on the amounts reported.  A one percentage point increase in the
        assumed health care cost trend rate would increase the accumulated
        postretirement benefit obligation as of December 31, 1994 and 1993 by
        $8,109 and $15,621, respectively, and the net periodic postretirement 
        benefit cost for the years ended December 31, 1994 and 1993 by $866 and
        $2,377, respectively.

(12)    Portfolio Transfer of Credit Life and Credit Accident and Health
        
        On March 13, 1992, WCLIC entered into an assignment and assumption
        agreement with American Bankers Life Assurance Company of Florida
        (ABLAC) under which ABLAC assumed, by portfolio transfer, substantially
        all of WCLIC's credit life and accident and health policies in force as
        of January 1, 1992.  A pre-tax loss of approximately $15,000 was
        recognized from this transaction in 1992.  The loss represents
        approximately $34,000 of amortization of deferred policy acquisition
        costs, less approximately $27,000 in ceded commissions earned, plus
        death benefits incurred and other expenses.  Under the terms defined in
        the assignment and assumption agreement, WCLIC is contingently liable
        for adverse development of claims  activity up to a defined limit.  As
        of December 31, 1994, WCLIC has provided for a contingent liability
        based on the development of claims experience through December 31,
        1994.  As of December 31, 1993, WCLIC had provided for the maximum
        contingent liability in the absence of conclusive claims experience
        development.

(13)    Regulatory Risk-Based Capital, Retained Earnings and Dividend
        Restrictions
        
        Each insurance company's state of domicile imposes minimum risk-based
        capital requirements that were developed by the NAIC.  The
        formulas for determining the amount of risk-based capital specify 
        various weighting factors that are applied to financial balances or
        various levels of activity based on the perceived degree of risk.
        Regulatory compliance is determined by a ratio of the company's
        regulatory total adjusted capital, as defined by the NAIC, to its
        authorized control level risk-based capital, as defined by the NAIC.  
        Companies below specific trigger points or ratios are classified
        within certain levels, each of which requires specified corrective
        action.  NLIC and each of its insurance subsidiaries exceed the minimum
        risk-based capital requirements.

        In accordance with the requirements of the New York statutes, the
        Company has agreed with the Superintendent of Insurance of that state
        that so long as participating policies and contracts are held by
        residents of New York, no profits on participating policies and
        contracts in excess of the larger of (a) ten percent of such profits or
        (b) fifty cents per year per thousand dollars of participating life
        insurance in force, exclusive of group term, at the year-end shall
        inure to the benefit of the shareholders.  Such New York statutes
        further provide that so long as such agreement is in effect, such
        excess of profits shall be exhibited as "participating policyholders'
        surplus" in annual statements filed with the Superintendent and shall be
        used only for the payment or apportionment of dividends to participating
        policyholders at least to the extent required by statute or for the
        purpose of making up any loss on participating policies.

        In the opinion of counsel for the Company, the ultimate ownership of
        the entire surplus, however classified, of the Company resides with the
        shareholder, subject to the usual requirements under state laws and
        regulations that certain deposits, reserves and minimum surplus be 
        maintained for the protection of the policyholders until all policy
        contracts are discharged.


                                      86

<PAGE>   92
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        Based on the opinion of counsel with respect to the ownership of its
        surplus, the Company is of the opinion that the earnings attributable
        to participating policies in excess of the amounts paid as dividends
        to policyholders belong to the shareholder rather than the
        policyholders, and such earnings are so treated by the Company.

        The amount of shareholder's equity other than capital shares
        was $1,904,664, $1,647,353, and $1,426,427 as of December 31,
        1994, 1993 and 1992, respectively.  The amount thereof not 
        presently available for dividends to the shareholder due to the New
        York restrictions and to adjustments relating to GAAP was $929,934,
        $954,037 and $841,583 as of December 31, 1994, 1993 and 1992,
        respectively.

        Ohio law limits the payment of dividends to shareholders.  The 
        maximum dividend that may be paid by the Company without prior
        approval of the Director of the Department of Insurance of the State
        of Ohio 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, $1,707,110, of shareholder's 
        equity, as presented in the accompanying consolidated financial 
        statements, is restricted as to dividend payments in 1995.

        California law limits the payment of dividends to shareholders of
        WCLIC.  The maximum dividend that  may be paid by WCLIC without
        prior approval of the Commissioner of the State of California
        Department of Insurance is limited to the greater of WCLIC's
        statutory net income of the preceding calendar year or 10% of 
        WCLIC's statutory shareholder's surplus as of the prior December 31. 
        Therefore, $126,489 of WCLIC's shareholder's equity is restricted as
        to dividend payments in 1995.

        Wisconsin law limits the payment of dividends to shareholders of ELICW. 
        The maximum dividend that may be paid by ELICW  without prior approval 
        of the Commissioner of the State of Wisconsin is limited to the greater
        of ELICW's statutory net income of the preceding calendar year or 10%
        of ELICW s statutory surplus as of the prior December 31, Therefore,
        $135,369 of ELICW's shareholder's equity is restricted as to dividend
        payments in 1995.

        Michigan law limits the payment of dividends to shareholders of NCC. 
        The maximum dividend that may be paid by NCC without prior approval
        of the Commissioner of the State of Michigan Bureau of Insurance is
        limited to the greater of NCC's statutory net income, not including
        realized capital gains, of the preceding calendar year or 10% of
        NCC's statutory shareholder's  surplus as of the prior December 31.  
        Therefore, $66,564 of NCC's shareholder's equity is restricted as to
        dividend payments in 1995.  In addition, prior approval is not required
        for a dividend which does not increase gross leverage to a point in 
        excess of the United States consolidated industry average for the most
        recent available year.

(14)    Transactions With Affiliates
        
        Effective December 31, 1994, NLIC purchased all of the outstanding 
        shares of ELICW from Wausau Service Corporation (WSC) for an
        amount approximating $165,000, subject to specified adjustments, if
        any, subsequent to year end.  NLIC transferred fixed maturity
        securities and cash with a fair value of $155,000 to WSC on 
        December 28, 1994, which resulted in a realized loss of $19,239 on
        the disposition of the securities.  An accrual approximating $10,000
        is reflected in the accompanying consolidated balance sheet.  The
        purchase price approximated both the historical cost basis and fair 
        value of net assets of ELICW.  ELICW has and will continue to share 
        home office, other  facilities, equipment and common management and
        administrative services with WSC.

        The deferred compensation annuity line of business of the Company
        is primarily sold through  Public Employees Benefit Services
        Corporation (PEBSCO).  The Company paid PEBSCO commissions and 
        administrative fees of $26,699, $22,681 and $20,146 in 1994, 1993 and
        1992, respectively.  PEBSCO is a wholly owned subsidiary of Corp.

        The Company and NEA Valuebuilder Investor Services, Inc. (NEAVIS) have 
        contracted with the National Education Association (NEA) to provide 
        individual annuity contracts to be marketed exclusively to members of 
        the NEA.  The Company paid NEAVIS a marketing development fee of 
        $11,095, $9,229 and $6,426 in 1994, 1993 and 1992, respectively. 
        NEAVIS is a wholly owned subsidiary of Corp.

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


                                      87

<PAGE>   93
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


        The Company participates in intercompany repurchase agreements 
        with affiliates whereby the seller will transfer securities to the
        buyer at a stated value.  Upon demand or a stated period, the 
        securities will be repurchased by the seller at the original sales 
        price plus a price differential.  Transactions under the agreements
        during 1994 and 1993 were not material.

        During 1993, the Company sold equity securities with a market value
        $194,515 to NMIC, resulting in a realized gain of $122,823.  With the
        proceeds, the Company purchased securities with a market value of
        $194,139 and cash of $376 from NMIC.

        Intercompany reinsurance contracts exist between NLIC and NMIC,
        NLIC and WCLIC, NLIC and NCC, WCLIC and NMIC and WCLIC and
        ELICW as of December 31, 1994.  These contracts are immaterial to
        the consolidated financial statements.

        NCC participates in several 100% quota share reinsurance agreements     
        with NMIC.  NCC serves as the licensed insurer as required for an
        affiliated excess and surplus lines company and cedes 100% of direct
        written premiums to NMIC.  In 1989, NCC transferred 100% of assets and
        unearned premiums and loss reserves related to a  discontinued block of
        assumed reinsurance to NMIC (95.3%) and  Nationwide Mutual Fire
        Insurance Company (4.7%).  Effective January 1, 1993, NCC entered into
        a 100% quota share reinsurance agreement to cede to NMIC 100% of all
        written premiums not subject to any other reinsurance agreements.

        As a result of these agreements, and in accordance with STATEMENT OF  
        FINANCIAL ACCOUNTING STANDARDS NO. 113 - ACCOUNTING AND REPORTING FOR 
        REINSURANCE OF SHORT-DURATION AND LONG-DURATION CONTRACTS, the  
        following amounts are included in the consolidated financial statements
        as of December 31, 1994 and 1993 for reinsurance ceded:

<TABLE>
<CAPTION>
                                                                    1994             1993
                                                                  --------         --------
           <S>                                                   <C>              <C>
           Reinsurance recoverable                                $575,721          533,401
           Unearned premium reserves                              (118,092)        (102,644)
           Loss and claim reserves                                (371,974)        (352,303)
           Loss and expense reserves                               (85,655)         (78,454)
                                                                  --------         --------
                                                                  $      0                0
                                                                  ========         ========
</TABLE>

        The ceding of reinsurance does not discharge the original insurer 
        from primary liability to its policyholder.  The insurer which assumes
        the coverage assumes the related liability and it is the practice of 
        insurers to treat insured risks, to the extent of reinsurance ceded, 
        as though they were risks for which the original insurer is not liable.
        Management believes the financial strength of NMIC reduces to an 
        acceptable level any risk to NCC under these intercompany reinsurance 
        agreements.

        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 $92,531 and $28,683 at December 31,
        1994 and 1993, respectively, and are included in short-term
        investments on the accompanying consolidated balance sheets.

(15)    Bank Lines of Credit
        
        As of December 31, 1994 and 1993, NLIC had $120,000 of confirmed but 
        unused bank lines of credit which support a $100,000 commercial paper 
        borrowing authorization.  Additionally, NFS had $27,000 of confirmed 
        but unused bank lines of credit.


                                      88

<PAGE>   94
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


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

(17)    Major Lines of Business
        
        The Company operates in the life and accident and health lines of
        business in the life insurance and property and casualty insurance 
        industries.  Life insurance operations include whole life, universal 
        life, variable universal life, endowment and term life insurance and  
        annuity contracts issued to individuals and groups.  Accident and 
        health operations also provide coverage to individuals and groups.

        The following table summarizes the revenues and income before Federal
        income tax and cumulative effect of changes in accounting principles 
        for the years ended December 31, 1994, 1993 and 1992 and assets as of
        December 31, 1994, 1993 and 1992, by line of business.

<TABLE>
<CAPTION>
                                                                                  1994              1993             1992
                                                                              -----------       ----------       ----------
            <S>                                                             <C>                 <C>              <C>
            Revenues:
                 Life insurance                                               $ 1,577,809        1,479,956        1,406,417
                 Accident and health                                              345,544          339,764          475,290
                 Investment income allocated to capital and surplus               122,847          214,806           51,611
                                                                              -----------        ---------        ---------
                      Total                                                   $ 2,046,200        2,034,526        1,933,318
                                                                              ===========        =========        =========
            Income before Federal income tax and cumulative
                effect of changes in accounting principles:
                 Life insurance                                                   141,650           83,917           78,627
                 Accident and health                                               13,220           15,043              436
                 Investment income allocated to capital and surplus               118,360          213,941           51,496
                                                                              -----------        ---------        ---------
                      Total                                                   $   273,230          312,901          130,559
                                                                              ===========        =========        =========
            Assets:
                 Life insurance                                                28,351,628       22,982,186       19,180,561
                 Accident and health                                              852,026          773,007          343,535
                 Capital and surplus                                            1,908,479        1,651,168        1,430,242
                                                                              -----------        ---------        ---------
                      Total                                                   $31,112,133       25,406,361       20,954,338
                                                                              ===========        =========        =========
</TABLE>

        Included in life insurance revenues are premiums from certain annuities
        with life contingencies of $20,134 ($35,341 and $54,066 for the years  
        ended December 31, 1993 and 1992, respectively) as well as universal  
        life and investment product policy charges of $239,021 ($188,057 and 
        $148,464 for the years ended December 31, 1993 and 1992 respectively) 
        for the year ended December 31, 1994.

        Allocations of investment income and certain general expenses were
        based on a number of assumptions and estimates, and reported operating
        results would change by line if different methods were applied.  
        Investment income and realized gains allocable to policyholders in 1994
        were $1,193,292 and $1,775, respectively.

(18)    Subsequent Event
        
        On January 30, 1995, FHLIC received approval from the Ohio Secretary of
        State to change its name to Nationwide Life and Annuity Insurance 
        Company.


                                      89

<PAGE>   95
                           PART II - OTHER INFORMATION

                       CONTENTS OF REGISTRATION STATEMENT

This Post-Effective Amendment No. 7 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 87 pages.

Representations and Undertakings.

Accountants' Consent

The Signatures.

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

<TABLE>
<S>  <C>                                                    <C>
1.   Power of Attorney dated April 5, 1995                  An original power of attorney dated April 5, 1995 is
                                                            included with the Post-Effective Amendment No. 6 to the
                                                            Registration Statement on Form N-4 of NACo Variable Account
                                                            (File No. 33-33425, 811.5999).

2.   Resolution of the Depositor's Board of Directors       Included with the Registration Statement on Form N-8B-2 for
     authorizing the establishment of the Registrant,       the Nationwide VLI Separate Account-3 (File No. 811-6140),
     adopted                                                and hereby incorporated herein by reference.

3.   Distribution Contracts                                 Included with the Registration Statement on Form N-8B-2 for
                                                            the Nationwide VLI Separate Account-3 (File No. 811-6140),
                                                            and hereby incorporated herein by reference.

4.   Form of Security                                       Included with the Registration Statement on Form S-6 for the
                                                            Nationwide VLI Separate Account-3 (File No. 33-44296), and
                                                            hereby incorporated herein by reference.

5.   Articles of Incorporation of Depositor                 Included with the Registration Statement on Form N-8B-2 for
                                                            the Nationwide VLI Separate Account-3 (File No. 811-6140),
                                                            and hereby incorporated herein by reference.

6.   Application form of Security                           Included with the Registration Statement on Form S-6 for the
                                                            Nationwide VLI Separate Account-3 (File No. 33-44296), and
                                                            hereby incorporated herein by reference.

7.   Opinion of Counsel                                     Included with the Registration Statement on Form S-6 for the
                                                            Nationwide VLI Separate Account-3 (File No. 33-44296), and
                                                            hereby incorporated herein by reference.
</TABLE>

<PAGE>   96

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)(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>   97
                                   SIGNATURES

   
       Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NATIONWIDE VLI SEPARATE ACCOUNT-3, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment No. 7 and has duly caused this Post-Effective Amendment
No. 7 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 19th day of October, 1995.
    

                                            NATIONWIDE VLI SEPARATE ACCOUNT-3
                                            ---------------------------------
                                                       (Registrant)
(Seal)                                      NATIONWIDE LIFE INSURANCE COMPANY
                                            ---------------------------------
Attest:                                                  (Sponsor)
W. SIDNEY DRUEN                             By:        JOSEPH P. RATH
- ----------------------------------             ------------------------------
W. Sidney Druen                                        Joseph P. Rath
Assistant Secretary                             Vice President and Associate
                                                       General Counsel

   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 7 has been signed below by the following persons in the capacities
indicated on the 19th day of October, 1995.
    

<TABLE>
<CAPTION>
             SIGNATURE                               TITLE
<S>                                        <C>                          <C>
LEWIS J. ALPHIN                                    Director
- ----------------------------------
Lewis J. Alphin

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

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

PETER F. FRENZER                           President/Chief Operating
- ----------------------------------
Peter F. Frenzer                             Officer and Director

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

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

D. RICHARD McFERSON                         Chief Executive Officer
- ----------------------------------
D. Richard McFerson                              and Director

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

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

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

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

ROBERT H. RICKEL                                   Director
- ----------------------------------
Robert H. Rickel

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
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Harold W. Weihl
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