registrationstmt.htm

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. XX	þ

(Check appropriate box or boxes.)

NATIONWIDE VLI SEPARATE ACCOUNT-4

(Exact Name of Registrant)

NATIONWIDE LIFE INSURANCE COMPANY

(Name of Depositor)

One Nationwide Plaza

Columbus, Ohio 43215

(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code: (614) 249-7111

Robert W. Horner, III

Vice President and Secretary

One Nationwide Plaza

Columbus, Ohio 43215

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness of registration statement.

The Registrant hereby agrees to amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Nationwide Future Executive VUL

Individual Flexible Premium Adjustable Variable Universal Life Insurance Policies

issued by

Nationwide Life Insurance Company

through

Nationwide VLI Separate Account-4

The date of this prospectus is XXX

PLEASE KEEP THIS PROSPECTUS FOR FUTURE REFERENCE

Variable life insurance is complex; this prospectus is designed to help you become as fully informed as possible in making your decision to purchase or not purchase the variable life insurance policy it describes. Prior to your purchase, we encourage you to take the time to understand the policy, its potential benefits and risks, and how it might or might not benefit you. In consultation with your financial adviser, you should use this prospectus in conjunction with the policy and illustration to compare the benefits and risks of this policy against other life insurance policies and alternative investment instruments.

Please read this entire prospectus along with your policy and consult with a trusted financial adviser. If you have policy-specific questions or need additional information, contact us.


	Telephone:	1-877-351-8808
	TDD:	1-800-238-3035
	Internet:	www.nationwide.com
	U.S. Mail:	Nationwide Life Insurance Company
		Corporate Insurance Markets One Nationwide Plaza (1-11-401)
		Columbus, OH 43215-2220

This prospectus is not an offering in any jurisdiction where such offering may not lawfully be made. Not all terms, conditions, benefits, programs, features and investment options are available or approved for use in every state.

These securities have not been approved or disapproved by the SEC nor has the SEC passed upon the accuracy or adequacy of the prospectus. Any representation to the contrary is a criminal offense.

	This policy is NOT: FDIC insured; a bank deposit; available in every state; or insured or endorsed by a bank or any federal government agency.
	This policy MAY decrease in value to the point of being valueless.

The purpose of this policy is to provide life insurance protection for the Beneficiary that you name. If your primary need is not life insurance protection, then purchasing this policy may not be in your best interest. We make no claim that the policy is in any way similar or comparable to a systematic investment plan of a mutual fund.

The policy includes an Enhancement Benefit which is a partial return of charges upon certain surrenders. Policies without such a benefit may have lower overall charges when compared to the policies described in this prospectus. The value of this benefit may be more than off-set by the higher overall charges associated with having such a benefit.

In thinking about buying this policy to replace existing life insurance, please carefully consider its advantages versus those of the policy you intend to replace, as well as any replacement costs. As always, consult your financial adviser.

We offer a variety of variable universal life policies. Despite offering substantially similar features and investment options, certain policies may have lower overall charges than others, including this policy. These differences in charges may be attributable to differences in sales and related expenses incurred in one distribution channel versus another. This policy is intended to be sold through corporate sponsored benefit programs which may impact the level of underwriting associated with issuing the policy.

Table of Contents

	Page
In Summary: Policy Benefits	1
In Summary: Policy Risks	2
In Summary: Fee Tables	4
Policy Investment Options	8
Fixed Investment Option
Variable Investment Options
Valuation of Accumulation Units
How Sub-Account Investment Experience is Determined
Transfers Among and Between the Policy Investment Options	10
Sub-Account Transfers
Fixed Account Transfers
Submitting a Transfer Request
The Policy	11
Generally
Use of the Policy
Policy Owner and Beneficiaries
Purchasing a Policy
Right to Cancel (Free Look Period)
Premium Payments
Cash Value
Enhancement Benefit
Changing the Amount of Insurance Coverage
Right of Conversion
Exchanging the Policy Terminating the Policy
Assigning the Policy
Reports and Illustrations
Policy Riders	17
Change of Insured Rider
Supplemental Insurance Rider
Policy and Rider Charges	17
Percent of Premium Charge
Illustration Charge
Partial Surrender Fee
Administrative Expense Charge
Cost of Insurance Charge
Per $1,000 of Specified Amount Charge
Variable Account Asset Charge
Rider Charges
Mutual Fund Operating Expenses
A Note on Charges
Information on Underlying Mutual Fund Payments
Policy Loans	22
Loan Amount and Interest Charged
Collateral and Interest Earned
Net Effect of Policy Loans
Repayment
Lapse	22
Grace Period
Reinstatement
Surrenders	23
Full Surrender
Partial Surrender
Preferred Partial Surrenders

Table of Contents (continued)
The Death Benefit	23
Calculation of the Death Benefit
Death Benefit Options
Changes in the Death Benefit Option
The Minimum Required Death Benefit
The Maximum Death Benefit
Incontestability
Suicide
Policy Maturity	26
Generally
Extending Coverage Beyond the Maturity Date
Payment of Policy Proceeds	26
Taxes	27
Types of Taxes
Buying the Policy
Investment Gain in the Policy
Periodic Withdrawals, Non-Periodic Withdrawals and Loans
Surrendering the Policy; Maturity
Withholding
Exchanging the Policy for Another Life Insurance Policy
Taxation of Death Benefits
Terminal Illness
Special Considerations for Corporations
Taxes and the Value of Your Policy
Business Uses of the Policy
Non-Resident Aliens and Other Persons Who are not Citizens of the United States
Tax Changes
Nationwide Life Insurance Company	31
Nationwide VLI Separate Account-4	32
Organization, Registration and Operation
Addition, Deletion or Substitution of Mutual Funds
Voting Rights
Legal Proceedings	33
Nationwide Life Insurance Company
Nationwide Investment Services Corporation
Financial Statements	35
Appendix A: Sub-Account Information	36
Appendix B: Definitions	46
Appendix C: Factors Used in Calculating the Enhancement Benefit	48
Appendix D: Examples of Policy Charge Blending	49
Appendix E: State Variations	51

Appendix B: Definitions defines certain words and phrases used in this prospectus.

In Summary: Policy Benefits

Death Benefit

The primary benefit of your policy is life insurance coverage. We will pay the Death Benefit Proceeds upon the Insured's death if the Insured dies while your policy is In Force. The policy is In Force when: the policy has been issued; the Insured is living; the policy has not been surrendered for its Cash Surrender Value; and the policy has not Lapsed.

Your Choice of Death Benefit Options

You may choose one of three available Death Benefit options.

Option One: The Death Benefit is the greater of the Specified Amount or the Minimum Required Death Benefit under federal tax law.

Option Two: The Death Benefit is the greater of the Specified Amount plus the Cash Value or the Minimum Required Death Benefit under federal tax law.

Option Three: The Death Benefit is the greater of the Specified Amount plus accumulated Premium payments (less any partial surrenders) or the Minimum Required Death Benefit under federal tax law.

Choice of Policy Proceeds

You or the Beneficiary may choose to receive the Policy Proceeds in a lump sum, or the Proceeds can be left on deposit with us in an interest-bearing account.

Coverage Flexibility

Subject to conditions, you may:

change the Death Benefit option;

increase or decrease the Base Specified Amount and/or Rider Specified Amount;

change your Beneficiaries; and

change who owns the policy.

Access to Cash Value

Subject to conditions, you may:

take a policy loan of no more than 90% of the Cash Value allocated to the Sub-Accounts plus 100% of the Cash Value allocated to the fixed account. The minimum loan amount is $500;

take a partial surrender of at least $500; and

surrender the policy for its Cash Surrender Value at any time while the policy is In Force. The Cash Surrender Value will be the Cash Value, less Indebtedness, plus any Enhancement Benefit.

Premium Flexibility

You select a Premium payment schedule (monthly, quarterly, semi-annual or annual) for the policy at the time of application. In general, it is expected that Premium payments will be made according to the elected schedule. However, within limits, you may vary the frequency and amount of Premium payments, and may even be able to skip making a Premium payment. The policy will continue to remain In Force as long as the Cash Value is sufficient to pay the policy charges, including any Rider charges. If the Cash Value is not sufficient to pay the policy charges, payment of additional Premium will be required to prevent the policy from lapsing.

Investment Options

You may choose to allocate Net Premiums to the fixed account, subject to certain restrictions, or to one or more variable investment options.

The fixed account will earn interest daily at an annual effective rate of at least 2%.

The variable investment options offered under the policy are mutual funds designed to be underlying investment options of variable insurance products. Nationwide VLI Separate Account-4 contains one Sub-Account for each of the mutual funds offered in your policy. Your variable account Cash Value will depend on the Investment Experience of the Sub-Accounts

you choose. A comprehensive discussion of the risks associated with the underlying mutual funds can be found in the applicable mutual fund prospectus.

Transfers Between and Among Investment Options

You may transfer between the fixed account and variable investment options, subject to conditions. You may transfer among the Sub-Accounts within limits. We have implemented procedures intended to reduce the potentially detrimental impact that disruptive trading has on Sub-Account Investment Experience.

Taxes

Generally, you will not be taxed on any earnings of the policy unless you make a withdrawal. This is known as tax deferral. Also, your Beneficiary generally will not have to include the Death Benefit Proceeds as taxable income.

Assignment

You may assign the policy as collateral for a loan or another obligation while the policy is In Force.

Examination Right

For a limited time, you may cancel the policy and receive a refund. When you cancel the policy during the examination period, the amount we refund will be the policy's Cash Value or, in certain states, the greater of the initial Premium payment or the policy's Cash Value. If the policy is canceled, we will treat the policy as if it was never issued.

Riders

You may purchase one or more of the available Riders. Rider availability varies by state and there may be an additional charge. The following Riders are available:

Change of Insured Rider (automatically issued at no charge)

Supplemental Insurance Rider

In Summary: Policy Risks

Improper Use

Variable universal life insurance is not suitable as an investment vehicle for short-term savings. It is designed for long-term financial planning. You will incur fees at the time of purchase that may more than offset any favorable Investment Experience. If it is expected that access to the policy's Cash Value will be needed in the near future, the policy should not be purchased.

Unfavorable Investment Experience

The Sub-Accounts you choose may not generate a sufficient return to prevent the policy from Lapsing. Poor Investment Experience could cause the Cash Value of your policy to decrease, which could result in a Lapse of insurance coverage.

Effect of Partial Surrenders and Policy Loans on Investment Experience and the Death Benefit

Partial surrenders and policy loans may accelerate a Lapse of insurance coverage. When you take a partial surrender or policy loan, the Cash Value of your policy available for allocation to the Sub-Accounts and/or fixed account is reduced and you lose the ability to generate Sub-Account Investment Experience on the surrendered/loaned amounts. Thus, the remainder of your policy's Cash Value would have to generate sufficient investment return to cover policy and Sub-Account charges to keep the policy In Force (at least until you repay the policy loan or make another Premium payment). Policy loans decrease the policy's Death Benefit. Partial surrenders may also decrease the Death Benefit and Total Specified Amount depending on how the Death Benefit option relates to the policy's Cash Value and whether the partial surrender qualifies as a "preferred" partial surrender. The policy has a Grace Period and the opportunity to reinstate insurance coverage. Under certain circumstances, however, the policy could terminate without value and insurance coverage would cease.

Adverse Tax Consequences

Existing federal tax laws that benefit this policy may change at any time. These changes could alter the favorable federal income tax treatment the policy enjoys, such as the deferral of taxation on the gains in the policy's Cash Value and the exclusion of the Death Benefit Proceeds from the taxable income of the policy's Beneficiary. Partial and full surrenders of the policy may be subject to taxes. The income tax treatment of the surrender of Cash Value is different in the event the policy is treated as a modified endowment contract under the Code. Generally, tax treatment of modified endowment contracts is less favorable when compared to having the policy treated as a life insurance policy that is not a modified endowment contract. For example, distributions and loans from modified endowment contracts may be currently taxable as

ordinary income, not a return of investment. For more detailed information concerning the tax consequences of this policy please see the "Taxes" section of this prospectus. For detailed information regarding tax treatment of modified endowment contracts, please see the "Periodic Withdrawals, Non-Periodic Withdrawals and Loans" sub- section of the "Taxes" section. Consult a qualified tax adviser on all tax matters involving your policy.

The proceeds of a life insurance policy are includible in the Insured's gross estate for federal income tax purposes if either (a) the proceeds are payable to the executor of the estate of the Insured; or (b) the Insured, at any time within three years prior to his or her death, possessed any incident of ownership in the policy. For this purpose, the Treasury Regulations provide that the term "incident of ownership" is to be construed very broadly, and includes any right that the Insured may have with respect to the economic benefits in the policy, such as the power to change the Beneficiary, surrender or cancel the policy, assign (or revoke the assignment of) the policy, pledge the policy for a loan, or obtain a loan against the policy. Consult a qualified tax adviser on all tax matters involving your policy.

Fixed Account Transfer Restrictions and Limitations

In addition to allocating Net Premium to one or more of the Sub-Accounts described above, you may direct part of the Net Premium into the fixed account.

Transfers to the fixed account. Subject to limitations, you may transfer amounts between the fixed account and the Sub-Accounts. If such transfer is permitted, no penalty or market adjustment will be imposed. Except as outlined in the "Right of Conversion" sub-section of "The Policy" section, we reserve the right to limit the allocations to the fixed account to no more than 25% of the Cash Value.

Transfers from the fixed account. We reserve the right to limit one transfer from the fixed account to the Sub-Accounts during any ninety day period. We reserve the right to limit the amount that you may transfer during a policy year to the greater of: (a) 10% of that portion of the Cash Value attributable to the fixed account at the end of the prior policy year, and (b) 120% of the amount transferred from the fixed account during the preceding policy year.

Sub-Account Limitations

Frequent trading among the Sub-Accounts may dilute the value of Accumulation Units, cause the Sub-Account to incur higher transaction costs, and interfere with the Sub-Accounts' ability to pursue their stated investment objectives. This could reduce Investment Experience and result in a lower Cash Value. We have instituted procedures to minimize disruptive transfers. While we expect these procedures to reduce the adverse effect of disruptive transfers, we cannot ensure that we have eliminated these risks.

Sub-Account Investment Risk

A comprehensive discussion of the risks of the mutual funds held by each Sub-Account may be found in each mutual fund's prospectus. Read each mutual fund's prospectus before investing. Free copies of each mutual fund's prospectus may be obtained by contacting us at the address or phone number stated on page 1 of this prospectus.

In Summary: Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the policy. The rates in these tables may be rounded up to the nearest one-hundredth decimal place. The first table describes the fees and expenses that you will pay at the time that you buy the policy, surrender the policy, or transfer Cash Value between investment options.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Percent of Premium Charge1 Maximum:	Upon making a Premium payment	Policy Years 1 through 5 12% of Premium received up to Target Premium; 12% of Premium received that exceeds Target Premium Policy Years beyond year 5 5.5% of Premium received up to Target Premium; 5.5% of Premium received that exceeds Target Premium
Currently:		Policy Year 12 10% of Premium received up to Target Premium; 4% of Premium received that exceeds Target Premium Policy Years beyond year 5 2% of Premium received up to Target Premium; 2% of Premium received that exceeds Target Premium
Illustration Charge3 Maximum:	Upon requesting an illustration	$25
Currently:		$0
Partial Surrender Fee	Upon a partial surrender
Maximum:		$25
Currently:		$0

Representative costs may vary from the cost you would incur. Ask for an illustration or see the Policy Data Pages for more information on the costs applicable to your policy.

The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including mutual fund operating expenses.

Periodic Charges Other Than Mutual Fund Operating Expenses4
Charge	When Charge is Deducted	Amount Deducted From Cash Value
Cost of Insurance per $1,000 of Net Amount At Risk Charge5	Monthly
Maximum:		$83.33 per $1,000 of Net Amount At Risk
Minimum:		$0.03 per $1,000 of Net Amount At Risk
Representative: an individual Insured, Issue Age 40, non-tobacco, Total Specified Amount and Base Specified Amount $250,000, Death Benefit Option One, policy year ten and issued on guaranteed issue basis		$0.20 per $1,000 of Net Amount At Risk
Supplemental Insurance Rider Cost of Insurance per $1,000 of Net Amount At Risk Charge6 Maximum: Minimum: Representative: an individual Insured, Issue Age 40, non-tobacco, Total Specified Amount and Base Specified Amount $250,000, Death Benefit Option One, policy year one and issued on a guaranteed issue basis	Monthly	$83.33 per $1,000 of Rider Net Amount At Risk $0.01 per $1,000 of Rider Net Amount At Risk $0.10 per $1,000 of Net Amount At Risk
Flat Extra7	Monthly
Maximum:		$2.08 per $1,000 of Net Amount At Risk for each Flat Extra assessed
Per $1,000 of Specified Amount Charge8 Maximum: Minimum: Representative: an individual Insured, Issue Age 40, non-tobacco, Total Specified Amount and Base Specified Amount $250,000, Death Benefit Option One, policy year one and issued on a guaranteed issue basis	Monthly	$0.40 per $1,000 of Base Specified Amount $0.01 per $1,000 of Base Specified Amount $0.08 per $1,000 of Base Specified Amount

Periodic Charges Other Than Mutual Fund Operating Expenses4
Charge	When Charge is Deducted	Amount Deducted From Cash Value
Supplemental Insurance Rider Per $1,000 of Specified Amount Charge9 Maximum: Minimum: Representative: an individual Insured, Issue Age 40, non-tobacco, Total Specified Amount and Base Specified Amount $250,000, Death Benefit Option One, policy year one and issued on a guaranteed issue basis	Monthly	$0.40 per $1,000 of Rider Specified Amount $0.01 per $1,000 of Rider Specified Amount $0.02 per $1,000 of Rider Specified Amount
Variable Account Asset Charge10	Daily, based on an annual effective rate
Maximum:		0.90% of variable Cash Value
Currently:		0.25% of variable Cash Value
Administrative Per Policy Expense Charge	Monthly
Maximum:		$10 per policy
Currently:		$5 per policy
Policy Loan Interest Charge11	Annually
Maximum:		3.50% of outstanding policy loan
Currently:		2.80% of outstanding policy loan

Representative costs may vary from the cost you would incur. Ask for an illustration or see the Policy Data Pages for more information on the costs applicable to your policy.

The next item shows the minimum and maximum total operating expenses, as of December 31, 2009, charged by the underlying mutual funds that you may pay periodically during the time that you own the policy. More detail concerning each mutual fund's fees and expenses is contained in the mutual fund's prospectus. Please contact us, at the telephone numbers or address on the first page of this prospectus, for free copies of the prospectuses for the mutual funds available under the policy.

Total Annual Mutual Fund Operating Expenses
Total Annual Mutual Fund Operating Expenses (expenses that are deducted from the mutual fund assets, including management fees, distribution (12b-1) fees, and other expenses)	Minimum 0.29%	Maximum 1.63%

1 The Percent of Premium Charge is assessed each time a Premium payment is received. The Percent of Premium Charge will depend on whether the Target Premium for the year in which the Premium is received has been reached. The Percent of Premium Charge is composed of two components, the Sales Load component and the Premium Tax component. The Percent of Premium Charge is intended to partially recoup costs associated with the sale of the policy as well as premium taxes. The actual amount a taxing authority assesses may not equal the Premium Tax charged. If the actual tax liability is more or less, we will not adjust the charge retroactively. We may profit from this charge. The maximum Percent of Premium Charge in the table reflects the maximum that may be charged. For additional information see the "Percent of Premium Charge" sub-section of the "Policy and Rider Charges" section of this prospectus.

2 The amount reflected is applicable to policy year 1. For policy years 2 through 4, please refer to the "Percent of Premium Charge" sub-section of the "Policy and Rider Charges" section of this prospectus.

3 The Illustration Charge is only charged for illustration of In Force policies where the number of requested illustrations exceeds ten in any twelve month period. You will be expected to pay the Illustration Charge by check at the time of the request. This charge will not be deducted from your policy's Cash Value.

4 Except for the Variable Account Asset Charge, which is only deducted proportionally from the Sub-Accounts, all charges described in the "Periodic Charges Other Than Mutual Fund Operating Expenses" table are taken proportionally from the Sub-Accounts and the fixed account.

5 The Cost of Insurance per $1,000 of Net Amount At Risk Charge varies according the Insured's sex classification (male, female or unisex), age, underwriting class, tobacco use, Substandard Ratings and the number of years from the Policy Date, or effective date of a Total Specified Amount increase. The Cost of Insurance per $1,000 of Net Amount At Risk for the base policy may be different than the Cost of Insurance per $1,000 of Net Amount At Risk for the Supplemental Insurance Rider. The maximum charge assumes: the Insured is male, Issue Age 75, standard tobacco, and policy year 36. Other sets of assumptions may also produce the maximum charge. The minimum charge assumes: the Insured is female, Issue Age 24, standard non-tobacco preferred, and policy year 1. Other sets of assumptions may also produce the minimum charge. The charges shown may not be representative of the charges that a particular policy owner may pay. For a detailed description of the Cost of Insurance per $1,000 of Net Amount At Risk Charge see the "Cost of Insurance Charge" sub-section of the "Policy and Rider Charges" section of this prospectus.

6 The Supplemental Insurance Rider Cost of Insurance per $1,000 of Net Amount At Risk Charge will only be assessed if you purchase this optional Rider. The Supplmental Insurance Rider Cost of Insurance per $1,000 of Net Amount At Risk varies according to the Insured's sex classification (male, female or unisex), age, underwriting class, tobacco use, Substandard Ratings, and the number of years from the Policy Date, or effective date of a Total Specified Amount increase. The maximum charge assumes: the Insured is male, Issue Age 75, standard tobacco, and policy year 42. Other sets of assumptions may also produce the maximum charge. The minimum charge assumes: the Insured is female, Issue Age 25, standard non-tobacco preferred, and policy year 1. Other sets of assumptions may also produce the minimum charge. The charges shown may not be representative of the charges that a particular policy owner may pay. For a detailed description of the Supplemental Insurance Rider Cost of Insurance per $1,000 of Net Amount At Risk Charge see the "Rider Charges" sub-section of the "Policy and Rider Charges" section of this prospectus.

7 The Flat Extra is a component in the calculation of the base policy Cost of Insurance per $1,000 of Net Amount At Risk Charge and any Supplemental Insurance Rider Cost of Insurance per $1,000 of Net Amount At Risk Charge. It is only applicable if certain factors result in an Insured having a Substandard Rating. For additional information, refer to the "Cost of Insurance" sub-section of the "Policy and Rider Charges" section of this prospectus.

8 The Per $1,000 of Specified Amount Charge is only assessed on the Base Specified Amount. A different charge will be applied for any Rider Specified Amount under the Supplemental Insurance Rider. The Per $1,000 of Specifed Amount Charge varies by policy based on the length of time the policy has been In Force. The maximum charge applies to all policy years. The representative charge applies to policy years 1 through 20. The minimum charge assumes: policy year 21 and beyond. The charges shown may not be representative of the charges that a particular policy owner may pay. For a more detailed description of the charge, including a complete schedule of charges, see the "Per $1,000 of Specified Amount" sub-section of the "Policy and Rider Charges" section of this prospectus. For policies purchased in the state of New York, the maximum charge is $0.085 Per $1,000 of Base Specified Amount.

9 The Supplemental Insurance Rider Per $1,000 of Specified Amount Charge is only assessed on the Rider Specified Amount. A different and separate charge will be applied for any Base Specified Amount under the policy. The Supplemental Insurance Rider Per $1,000 of Specified Amount Charge varies by policy based on the length of time the policy has been In Force and the Base Specified Amount. The maximum charge applies to all policy years. The representative charge applies to policy years 1 through 20. The minimum charge assumes: policy year 21 and beyond. The charges shown may not be representative of the charges that a particular policy owner may pay. For a more detailed description of the charge, including a complete schedule of charges and an example of how the Supplemental Rider Per $1,000 of Specified Amount Charge is blended with the base policy Per $1,000 of Specified Amount Charge, see the "Supplemental Insurance Rider Per $1,000 of Specified Amount Charge" in the "Rider Charges" sub-section of the "Policy and Rider Charges" section of this prospectus. For policies purchased in the state of New York, the maximum charge is $0.085 Per $1,000 of Rider Specified Amount.

10 The Variable Account Asset Charge varies by policy based on the amount of Cash Value allocated to the Sub-Accounts. The maximum Variable Account Asset Charge shown in the table reflects the maximum that may be charged in any policy month based on any dollar amount allocated to the Sub-Accounts.

11 For more information, see the "Net Effect of Policy Loans" sub-section of the "Policy Loans" section of this prospectus.

Policy Investment Options

You designate how your Net Premium payments are allocated among the Sub-Accounts and/or the fixed investment option. Allocation instructions must be in whole percentages and the sum of the allocations must equal 100%.

Fixed Investment Option

There is currently one fixed investment option available under the policy: the fixed account. Net Premium that is allocated to the fixed investment option is held in the fixed account, which is part of our general account. Except as provided in the "Right of Conversion" sub-section of "The Policy" section, we reserve the right to limit allocations to the fixed account to no more than 25% of the policy's Cash Value.

The general account is not subject to the same laws as the separate account. The SEC has not reviewed the disclosures in this prospectus relating to the fixed account.

The general account contains all of our assets other than those in the separate account, and funds the fixed account. These assets are subject to our general liabilities from business operations and are used to support our insurance and annuity obligations. We bear the full investment risk for all amounts allocated to the fixed account. The amounts allocated to the fixed account will not share in the investment performance of our general account. Rather, the investment income earned on your allocation to the fixed account will be based on varying interest crediting rates that we set.

We guarantee that the amounts you allocate to the fixed account will be credited interest daily at a net effective annual interest rate of no less than 2%. Interest crediting rates are set at the beginning of each calendar quarter, but are subject to change at any time, in our sole discretion. We will credit any interest in excess of the guaranteed interest crediting rate at our sole discretion. You assume the risk that the actual interest crediting rate may not exceed the guaranteed interest crediting rate. Premiums applied to the policy at different times may receive different interest crediting rates. Interest that we credit to the fixed account may be insufficient to pay the policy's charges.

It is important to remember any guaranteed benefits or interest crediting associated with the fixed account is subject to our claims paying ability.

Variable Investment Options

The variable investment options available under the policy are Sub-Accounts that correspond to mutual funds that are registered with the SEC. The mutual funds' registration with the SEC does not involve the SEC's supervision of the management or investment practices or policies of the mutual funds. The mutual funds listed are designed primarily as investments for variable annuity contracts and variable life insurance policies issued by insurance companies.

We may offer additional underlying mutual funds, or a different set of underlying mutual funds, through specific distribution arrangements. Examples of these arrangements include, but are not limited to, distribution through broker-dealer firms or financial institutions. These distribution arrangements may be exclusive or non-exclusive.

Underlying mutual funds in the variable account are NOT publicly traded mutual funds. They are only available as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies, or in some cases, through participation in certain qualified pension or retirement plans.

The investment advisers of the underlying mutual funds may manage publicly traded mutual funds with similar names and investment objectives. However, the underlying mutual funds are NOT directly related to any publicly traded mutual fund. Policy owners should not compare the performance of a publicly traded fund with the performance of an underlying mutual fund participating in the separate account. The performance of the underlying mutual funds could differ substantially from that of any publicly traded funds.

The particular underlying mutual funds available under the policy may change from time to time. Specifically, underlying mutual funds or underlying mutual fund share classes that are currently available may be removed or closed off to future investment. New underlying mutual funds or new share classes of currently available underlying mutual funds managed by certain financial institutions, brokerage firms or their affiliates may be added to the separate account. These additional underlying mutual funds may be offered exclusively to purchasing customers of the particular financial institution or brokerage firm, or through other exclusive distribution arrangements. Policy owners will receive notice of any such changes that affect their policy investment options.

Additional underlying mutual funds

Each Sub-Account's assets are held separately from the assets of the other Sub-Accounts, and each Sub-Account portfolio has investment objectives and policies that are different from those of the other Sub-Accounts. The result is that each Sub-Account operates independently of the other Sub-Accounts so the income or losses of one Sub-Account will not affect the Investment Experience of any other Sub-Account.

The Sub-Accounts available through this policy invest in underlying mutual funds of the companies listed below. For a complete list of the available Sub-Accounts, see "Appendix A: Sub-Account Information." Appendix A also contains information about the underlying mutual fund a Sub-Account invests in, including its investment objective, adviser, and sub-adviser, if applicable. For more information on the underlying mutual funds, please refer to the prospectus for the mutual fund.

·	AllianceBernstein Variable Products Series Fund, Inc.

·	American Century Variable Portfolios, Inc.

·	American Funds Insurance Series

·	BlackRock Variable Series Funds, Inc.

·	Davis Variable Account Fund, Inc.

Dreyfus

·	Dreyfus Investment Portfolios

·	Dreyfus Variable Investment Fund

·	DWS Variable Series II

·	Federated Insurance Series

·	Fidelity Variable Insurance Products Fund

·	Franklin Templeton Variable Insurance Products Trust

Invesco

·	Invesco Van Kampen

·	Ivy Funds Variable Insurance Portfolios, Inc.

·	Janus Aspen Series

·	Lazard Retirement Series, Inc.

·	Legg Mason Partners Variable Equity Trust

·	Lincoln Variable Insurance Products Trust

·	MFS® Variable Insurance Trust

·	MFS® Variable Insurance Trust II

·	Nationwide Variable Insurance Trust

·	Neuberger Berman Advisers Management Trust

·	Oppenheimer Variable Account Funds

·	PIMCO Variable Insurance Trust

·	Pioneer Variable Contracts Trust

·	Putnam Variable Trust

·	Royce Capital Fund

·	T. Rowe Price Equity Series, Inc.

·	The Universal Institutional Funds, Inc.

·	Van Eck Variable Insurance Products Trust

·	Wells Fargo Advantage Funds

Valuation of Accumulation Units

We account for the value of a policy owner's interest in the Sub-Accounts by using Accumulation Units. The value of each Accumulation Unit varies daily based on the Investment Experience of the underlying mutual fund in which the Sub-Account invests. We use each underlying mutual fund's Net Asset Value ("NAV") per share to calculate the daily Accumulation Unit value for the corresponding Sub-Account. Note, however, that the Accumulation Unit value will not equal the underlying mutual fund's NAV. This daily Accumulation Unit valuation process is referred to as "pricing" the Accumulation Units. See, the "How Sub-Account Investment Experience is Determined" sub-section below for a description of how the number of Accumulation Units representing a policy owner's interest is determined and how they are priced.

Accumulation Units are priced as of the New York Stock Exchange's ("NYSE") close of business, normally 4:00 p.m. Eastern Time, on each day that it is open for business. Any transaction submitted on a day when the NYSE is closed or after it has closed for the day, will be priced as of the next Valuation Period that the NYSE is open for business. Accordingly, we will not price Accumulation Units on these recognized holidays:

●New Year's Day	●Independence Day
●Martin Luther King, Jr. Day	●Labor Day
●Presidents' Day	●Thanksgiving Day
●Good Friday	●Christmas
●Memorial Day

In addition, we will not price Accumulation Units if:

(1)

trading on the NYSE is restricted;

(2)

an emergency exists making disposal or valuation of securities held in the separate account impracticable; or

(3)

the SEC, by order, permits a suspension or postponement for the protection of security holders.

SEC rules and regulations govern when the conditions described in items (2) and (3) exist.

How Sub-Account Investment Experience is Determined

A policy owner's variable account value is based on their allocations to the Sub-Accounts. Sub-Account allocations are accounted for in Accumulation Units. A policy owner's interest in the Sub-Accounts is represented by the number of Accumulation Units they own. The number of Accumulation Units associated with a given Sub-Account allocation is determined by dividing the dollar amount allocated to the Sub-Account by the Accumulation Unit value for the Sub-Account. The number of Accumulation Units you own in a Sub-Account will not change except when Accumulation Units are redeemed to process a requested surrender, transfer, loan, or to take policy charges, or when additional Accumulation Units are purchased with Premium and loan repayments.

Initially, we set the Accumulation Unit value at $10 for each Sub-Account. Thereafter, the daily value of Accumulation Units in a Sub-Account will vary depending on the Investment Experience of the underlying mutual fund in which the Sub-Account invests. We account for these performance fluctuations by using a "net investment factor" in our daily Sub-Account valuation calculations. Changes in the net investment factor may not be directly proportional to changes in the NAV of the mutual fund shares. We determine the net investment factor for each Sub-Account on each Valuation Period by dividing (a) by (b), where:

(a) is the sum of:

the NAV per share of the mutual fund held in the Sub-Account as of the end of the current Valuation Period; and

the per share amount of any dividend or income distributions made by the mutual fund (if the date of the dividend or income distribution occurs during the current Valuation Period); plus or minus

a per share charge or credit for any taxes reserved for as a result of the Sub-Account's investment operations if changes to the law result in a modification to the tax treatment of the separate account; and

(b)

is the NAV per share of the mutual fund determined as of the end of the immediately preceding Valuation Period.

At the end of each Valuation Period, we determine the Sub-Account's Accumulation Unit value. The Accumulation Unit value for any Valuation Period is determined by multiplying

the Accumulation Unit value as of the prior Valuation Period by the net investment factor for the Sub-Account for the current Valuation Period.

Transfers Among and Between the Policy Investment Options

Sub-Account Transfers

Policy owners may request transfers to or from the Sub-Accounts once per Valuation Period, subject to the terms and conditions described in this prospectus and the prospectuses of the underlying mutual funds. Transfers will be implemented by redeeming Accumulation Units from the Sub-Account(s) indicated by the policy owner and using the redemption proceeds to purchase Accumulation Units in another Sub-Account(s) as directed by you. The net result is that your Cash Value will not change (except due to standard market fluctuations), but the number and allocation of Accumulation Units within the policy will change.

Neither the policies nor the mutual funds are designed to support active trading strategies that require frequent movement between or among Sub-Accounts (sometimes referred to as "market-timing" or "short-term trading"). If you intend to use an active trading strategy, you should consult your registered representative and request information on other Nationwide policies that offer mutual funds that are designed specifically to support active trading strategies.

We discourage, and will take action to deter, short-term trading in this policy because frequent movement between or among Sub-Accounts may negatively impact other investors in the policy. Short-term trading can result in:

the dilution of the value of the investors' interests in the mutual fund;

mutual fund managers taking actions that negatively impact performance (i.e., keeping a larger portion of the mutual fund assets in cash or liquidating investments prematurely in order to support redemption requests); and/or

increased administrative costs due to frequent purchases and redemptions.

To protect investors in this policy from the negative impact of these practices, we have implemented, or reserve the right to implement, several processes and/or restrictions aimed at eliminating the negative impact of active trading strategies. We cannot guarantee that our attempts to deter active trading strategies will be successful. If active trading strategies are not successfully deterred by our actions, the performance of Sub-Accounts that are actively traded will be adversely impacted. Policy owners remaining in the affected Sub-Account will bear any resulting increased costs.

U.S. Mail Restrictions. We monitor transfer activity in order to identify those who may be engaged in harmful trading practices. Our procedures include the review of policy transfer activity. If two or more transfer events are submitted within a thirty-day period, we may impose conditions on a policy owner's ability to submit transfers. These restrictions include revoking the privilege to make trades by any means other than written communication submitted via U.S. mail for a twelve-month period.

Other Restrictions. We reserve the right to refuse or limit transfer requests, or take any other action we deem necessary, in order to protect policy owners and Beneficiaries from the negative investment results that may result from short-term trading or other harmful investment practices employed by some policy owners (or third parties acting on their behalf). In particular, trading strategies designed to avoid or circumvent Nationwide's monitoring procedures (and other measures aimed at curbing harmful trading practices) may be restricted if they are determined by us to constitute harmful trading practices.

Any restrictions that we implement will be applied consistently and uniformly. In the event a restriction we impose results in a transfer request being rejected, we will notify you that your transfer request has been rejected.

Underlying Mutual Fund Restrictions and Prohibitions. Pursuant to regulations adopted by the SEC, we are required to enter into written agreements with the underlying mutual funds which allow the underlying mutual funds to:

(1)

request the taxpayer identification number, international taxpayer identification number, or other government issued identifier of any of our policy owners;

(2)

request the amounts and dates of any purchase, redemption, transfer or exchange request ("transaction information"); and

(3)

instruct us to restrict or prohibit further purchases or exchanges by policy owners that violate policies established by the underlying mutual fund (whose policies may be more restrictive than our policies).

We are required to provide such transaction information to the underlying mutual funds upon their request. In addition, we are required to restrict or prohibit further purchases or exchange requests upon instruction from the underlying mutual fund. We and any affected policy owner may not have advance notice of such instructions from an underlying mutual fund to restrict or prohibit further purchases or exchange requests. If an underlying mutual fund refuses to accept a purchase or exchange request submitted by us, we will keep any affected policy owner in their current underlying mutual fund allocation.

Fixed Account Transfers

Prior to the policy's Maturity Date, you may make transfers involving the fixed investment option (the fixed account). These transfers will be in dollars. We reserve the right to limit the frequency of transfers involving the fixed account.

Transfers to the Fixed Account. On transfers to the fixed account, we may prohibit you from transferring more than 25% of the Cash Value allocated to the Sub-Accounts as of the close of business on the prior Valuation Period. Additionally, we reserve the right to refuse any transfer to the fixed account if the Cash Value allocated to the fixed account comprises

more than 25% of the policy's Cash Value.

Transfers from the Fixed Account. On transfers from the fixed account, we reserve the right to limit the amount you can transfer from the fixed account to the Sub-Account(s) to the greater of: (a) 10% of that portion of the Cash Value attributable to the fixed account as of the end of the previous policy year; or (b) 120% of the amount transferred from the fixed account during the previous policy year. We may also limit you to one transfer from the fixed account to the Sub-Accounts during any ninety day period.

Any restrictions that we implement will be applied consistently and uniformly.

Submitting a Transfer Request

You can submit transfer requests in writing to our Home Office via first class U.S. Mail. We may also allow you to use other methods of communication that we deem acceptable, such as fax or computer data feed. Our contact information is on the first page of this prospectus. We will use reasonable procedures to confirm that transfer instructions are genuine and will not be liable for following instructions that we reasonably determine to be genuine.

In addition, any computer system can experience slowdowns or outages that could delay or prevent our ability to process your request. Although we have taken precautions to help our systems handle heavy usage, we cannot promise complete reliability under all circumstances. If you are experiencing problems, please make your transfer request in writing.

When we receive your transfer request, it will be processed at the end of the current Valuation Period. This is when the Accumulation Unit value will be determined. For more information regarding valuation of Accumulation Units, see the "Valuation of Accumulation Units" sub-section of the "Policy Investment Options" section of this prospectus.

The Policy

Generally

The policy is a legal contract. It will comprise and be evidenced by: a written contract; any Riders; any endorsements; the Policy Data Pages; and the application, including any supplemental application. This prospectus discloses all material provisions of the policy. In addition to the terms and conditions of the policy, policy owner rights are governed by this prospectus and protected by federal securities laws and regulations. The benefits described in the policy and this prospectus, including any optional Riders or modifications in coverage, may be subject to our underwriting and approval. We will consider the statements you make in the application as representations, and we will rely on them as being true and complete. However, we will not void the policy or deny a claim unless a statement is a material misrepresentation. If you make an error or misstatement on the application, we will adjust the Death Benefit (including the Death Benefit of the Supplemental Insured Rider, if applicable) and Cash Value accordingly.

Operation of the policy, optional Riders, programs, benefits and features described in this prospectus may vary by the state where the policy is issued. In addition, some optional Riders, programs and features may not be available or approved for use in every state. For additional information regarding availability and provisions that vary by state, please see "Appendix E: State Variations" later in this prospectus.

Any modification or waiver of our rights or requirements under the policy must be in writing and signed by our president or corporate secretary. No agent may bind us by making any promise not contained in the policy.

We may modify the policy, our operations, or the separate account's operations to meet the requirements of any law or regulation issued by a government agency to which the policy, our company, or the separate account is subject. We may modify the policy to assure that it continues to qualify as a life insurance contract under the federal tax law. We will notify you of all modifications and we will make appropriate endorsements to the policy.

The policy is nonparticipating, meaning that we will not be contributing any operating profits or surplus earnings toward the policy Proceeds.

To the extent permitted by law, policy benefits are not subject to any legal process on the part of a third-party for the payment of any claim, and no right or benefit will be subject to the claims of creditors (except as may be provided by assignment).

It is important to remember the portion of any amounts allocated to our general account and any guaranteed benefits we may provide under the policy exceeding the value of amounts held in the separate account are subject to our claims paying ability.

In order to comply with the USA Patriot Act and rules promulgated thereunder, Nationwide has implemented procedures designed to prevent policies described in this prospectus from being used to facilitate money laundering or the financing of terrorist activities.

Use of the Policy

The policy provides policy owners, such as corporations or individuals, life insurance on an employee or other person upon whose life they have an insurable interest, including themselves. This policy may be used in connection with various types of executive and employee benefit plans. When purchased in connection with such benefit plans, this policy may qualify for non-medical underwriting. For more information regarding non-medical underwriting, see the "Cost of Insurance Charge" sub-section of the "Policy and Rider Charges" section of this prospectus.

Policy Owner and Beneficiaries

Policy Owner. The policy belongs to the owner named in the application. You, as policy owner, may exercise all policy rights and options while the policy is In Force. You may also change the policy, but only in accordance with its terms. You may name a contingent owner who will become the policy owner if the policy owner dies or ceases to be in existence

before the Proceeds become payable. If a contingent owner is not designated, ownership will pass to your estate, if you are not the Insured.

Policy Owner Rights. Subject to our approval, you may exercise all policy rights in accordance with policy terms while the policy is In Force. These rights include, but are not limited to, the following:

·	changing the policy owner, contingent owner, and Beneficiary;

·	assigning, exchanging and/or converting the policy;

·	requesting transfers, policy loans, and partial surrenders or a complete surrender; and

·	changing insurance coverage such as death benefit option changes, adding or removing riders, and/or increasing or decreasing the Total Specified Amount.

These rights are explained in greater detail throughout this prospectus.

You may name different policy owners or contingent owners while the policy is In Force by submitting a written request satisfactory to us to our Home Office. Any such change request will become effective as of the date signed. However, it will not affect any payment made or action taken by us before the change was recorded by us. There may be adverse tax consequences to changing parties of the policy.

Beneficiaries. The principal right of a Beneficiary is to receive the Death Benefit Proceeds upon the Insured's death, if the Insured dies while the policy is In Force. You designate the Beneficiary(ies) in the application. As long as the policy is In Force, you may: name more than one Beneficiary, designate primary and contingent Beneficiaries, change or add Beneficiaries, and/or direct us to distribute the Proceeds other than as described below.

If a primary Beneficiary dies or ceases to be in existence before the Insured's death, we will pay the Death Benefit Proceeds to the remaining surviving primary Beneficiaries. Unless you specify otherwise, we will pay multiple primary Beneficiaries in equal shares. A contingent Beneficiary will become the primary Beneficiary if all primary Beneficiaries die or cease to be in existence before the Insured's death and before any Proceeds become payable. You may name more than one contingent Beneficiary. Unless you specify otherwise, we will pay multiple contingent Beneficiaries in equal shares. If no Beneficiary or contingent Beneficiary is alive or in existence upon the Insured's death, the Proceeds will be payable to the policy owner.

To change or add Beneficiaries, you must submit a written request satisfactory to us to our Home Office. A change request will be effective as of the date signed. However, it will not affect any payment made or action taken by us before the change was recorded by us. We may also require that you send us your policy for endorsement before we record the change.

Purchasing a Policy

The policy is available for Insureds between the age of 18 and Issue Age 85. To purchase the policy, you must submit to us a completed application and the required initial Premium payment as stated on the Policy Data Page.

We must receive evidence of insurability that satisfies our underwriting standards (this may require a medical examination) before we will issue a policy. We can provide you with the details of our underwriting standards upon request. Our contact information is on page 1 of this prospectus. We reserve the right to reject an application for any reason permitted by law and we reserve the right to modify our underwriting standards on a prospective basis for newly issued policies at any time.

The minimum initial Total Specified Amount is $50,000. We reserve the right to modify the minimum Total Specified Amount on a prospective basis for newly issued policies at any time.

Initial Premium Payment The initial Premium payment is due on the Policy Date. Any due and unpaid policy charges will be subtracted from the initial Premium payment. Insurance coverage will not be effective until the initial Premium is paid, even if the Policy Date precedes the date the initial Premium is paid. The initial Premium may be paid to our Home Office or to our authorized representative. The minimum initial Premium payment is shown on the Policy Data Page. The initial Premium payment will not be applied to the policy until the underwriting process is complete.

The amount of the required minimum initial Premium payment for a particular policy will depend on the following factors: the Total Specified Amount, Death Benefit option elected, any Riders elected, the Insured's age, health, and activities.

Depending on the right to examine law of the state or territory in which the policy was issued, initial Net Premium designated to be allocated to the Sub-Accounts may not be allocated immediately upon our receipt. Any initial Net Premium designated to be allocated to the fixed investment option will be allocated immediately upon receipt. If the policy is issued in a state that requires us to refund the initial Premium upon exercise of the free look provision, we will hold all of the initial Net Premium designated to be allocated to the Sub-Accounts in the available money market Sub-Account until the free look period expires. At the expiration of the free look period, we will transfer the variable account Cash Value to the Sub-Accounts based on the allocation instructions in effect at the time of the transfer. If the policy is issued in a state that allows us to refund the Cash Value upon the exercise of the free look provision, we will allocate all of the initial Net Premium, based upon the allocation instructions in effect at that time, to the designated Sub-Accounts at the end of the current Valuation Period.

Insurance Coverage Effective Date. Unless the policy is issued pursuant to an exchange under Section 1035 of the Code, issuance of full insurance coverage occurs on the latest of:

·	the date we certify that the complete application materials have been submitted by you and the

underwriting conditions have been satisfied;

·	the Policy Date; or

·	the date the initial Premium is received at our Home Office.

If the policy is issued as a result of an exchange under Section 1035 of the Code, issuance of full insurance coverage occurs on the later of:

·	the date the insurance carrier of the exchanged policy authorizes payment of such policy's proceeds to us; or

·	the date we certify that the complete application materials have been submitted and the underwriting conditions have been satisfied, provided there is sufficient Premium to pay policy charges for at least three months.

We have the right to reject any application for insurance. If an application is rejected, we will return the Premium to you within two business days of the date the decision to reject an application is made.

With respect to policy reinstatement, the effective date of coverage will be the monthly anniversary of the Policy Date on or next following the date we approve the reinstatement.

With respect to Base Specified Amount or Rider Specified Amount increases, an approved increase will have an effective date of the monthly anniversary of the Policy Date on or next following the date we approve the supplemental application unless you request and we approve a different date. With respect to any decrease in coverage, the effective date of coverage will be the monthly anniversary of the Policy Date that falls on or next following the date we receive your request.

Insurance coverage will end upon the occurrence of any of the following: you request in writing to terminate coverage, the Insured dies, we pay the Maturity Proceeds, the Grace Period ends, or you surrender the Policy in full.

Right to Cancel (Free Look Period)

For a limited time, commonly referred to as the "free look" period, you may cancel the policy and receive a refund. The free look period expires on the latest of: (i) ten days after you receive the policy (or longer if required by state law); (ii) forty-five days after the application for the policy is signed; or (iii) ten days after we deliver you a "Notice of Withdrawal Right". If you decide to cancel during the free look period, return the policy to the sales representative who sold it, or to us at our Home Office, along with your written cancellation request. Your written request must be received or post-marked by the last day of the free look period. When you cancel the policy during the free look period, the amount we refund will be the policy's Cash Value or in certain states, the greater of the policy's Cash Value or the initial Premium payment. If the policy is not cancelled during the free look period, then you will forfeit any right to cancel the policy free of charge. Within seven days of a cancellation request, we will refund the amount prescribed by law. If the policy is canceled, we will treat the policy as if it was never issued.

Premium Payments

This policy does not require a payment of a scheduled Premium amount to keep it In Force. It will remain In Force as long as the policy's Cash Value is sufficient to pay the monthly policy charges, including any Rider charges. If the Cash Value is not sufficient to pay the monthly charges, you must pay additional Premium to keep the policy In Force and prevent it from Lapsing. Before the policy Lapses, you will be afforded a sixty-one day Grace Period to make a Premium payment. At the beginning of the Grace Period, we will send a notice to you that will indicate the amount of Premium required to keep your policy In Force. All Premium payments must be sent to our Home Office. Each Premium payment must be at least $25. Upon request, we will furnish Premium payment receipts.

You may make additional Premium payments at any time while the policy is In Force and prior to the Maturity Date, subject to the following:

we may require satisfactory evidence of insurability before accepting any additional Premium payment that results in an increase in the policy's Net Amount At Risk;

·	we may require that policy Indebtedness be repaid before we accept any additional Premium payments;

we will refund Premium payments that exceed the applicable premium limit established by the IRS to qualify the policy as a contract for life insurance; and

we will monitor Premiums paid and will notify you when the policy is in jeopardy of becoming a modified endowment contract. For more information regarding modified endowment contracts, see "Periodic Withdrawals, Non-Periodic Withdrawals and Loans" sub-section of the "Taxes" section of this prospectus.

Premium payments will be allocated according to the allocation instructions in effect at the time the Premium is received.

Cash Value

We will determine the Cash Value at least monthly. At the end of any given Valuation Period, the Cash Value is equal to the sum of:

the value of the Accumulation Units allocated to the Sub-Accounts;

amounts allocated to the fixed account, including credited interest; and

amounts allocated to the policy loan account, including credited interest.

The Cash Value will fluctuate daily and there is no guaranteed Cash Value. Accordingly, if the Cash Value is a factor in calculating a benefit associated with the policy, the value of that benefit will also fluctuate. The loan account is part of our

General Account and will not be affected by the Investment Experience of the Sub-Accounts. While they are both part of our General Account, the fixed account and the loan account may be credited interest at different rates. If the policy is surrendered, the Cash Value will be reduced by the amount of any Indebtedness.

Enhancement Benefit

An Enhancement Benefit is included in the policy. The Enhancement Benefit is a dollar amount that is added to the Cash Value when there is a complete surrender of the policy, unless the surrender is being made pursuant to a Section 1035 exchange. The Enhancement Benefit is not credited on amounts attributable to policy loans or partial surrenders. The Enhancement Benefit is essentially a partial return of policy charges assessed. In most instances, the Enhancement Benefit will not exceed the sum of all charges assessed on the policy.

The Enhancement Benefit is available for the first six policy years.

The Enhancement Benefit is calculated monthly and is equal to the product of (a) and the Cash Value, not to exceed the product of (b) and (c), where:

(a)= the Enhancement Percentage;

(b)= the Enhancement Cap Percentage; and

(c)= Cumulative Percent of Premium Charge.

The percentages used in the Enhancement Benefit calculation decline after the first policy year. The benefit decreases to zero at the end of the sixth policy year. See "Appendix C: Factors Used in Calculating the Enhancement Benefit" of this prospectus for a list of beginning and ending factors for each policy year the Enhancement Benefit is in effect.

The Enhancement Benefit is paid from our general account at the time the policy is completely surrendered. As a general account obligation, the Enhancement Benefit is not part of the variable account and is an obligation of Nationwide. This means the Enhancement Benefit, including your right to receive payment, is subject to our claims paying ability and any claim to payment of the Enhancement Benefit may be subordinate to other claims on our general account in the event we are insolvent. We reserve the right to postpone payment of the Enhancement Benefit for up to six months from the date of a surrender request.

Changing the Amount of Insurance Coverage

You may request to change the Base Specified Amount. However, no change will take effect unless the Cash Surrender Value would be sufficient to keep the policy In Force for at least three months. Changes to the Base Specified Amount will typically alter the Death Benefit. Changes to the Base Specified Amount will become effective on the next monthly policy anniversary after we approve the request unless you request and we approve a different date. We reserve the right to limit the number of Base Specified Amount changes to one increase and one decrease each policy year.

Increases. To increase the Base Specified Amount, you must submit a written request to our Home Office and provide us with evidence of insurability that satisfies our underwriting standards. The Insured must be Attained Age 85 or younger at the time of the request. Any request to increase the Base Specified Amount must be at least $10,000 and the Base Specified Amount after the increase may not exceed the Maximum Death Benefit. We apply requests to increase Base Specified Amount in proportion it bears to Total Specified Amount. This means if a policy has the Supplemental Insurance Rider, all increases will be done proportionally between the policy's Base Specified Amount and Rider Specified Amount. You may not elect how to allocate increases in Total Specified Amount after the Policy Date. An increase in the Base Specified Amount may cause an increase in the Net Amount At Risk. Because the Cost of Insurance Charge is based on the Net Amount At Risk, and because there will be a separate cost of insurance rate for the increase, this will usually cause the policy's Cost of Insurance Charge to increase. An increase in the Base Specified Amount may require you to make larger or additional Premium payments in order to avoid Lapsing the policy.

Decreases. To decrease the Base Specified Amount, you must submit a written request to our Home Office. You may request to decrease the Base Specified Amount any time after the first policy year. We apply Base Specified Amount decreases to the most recent Base Specified Amount increase, and continue applying the decrease backwards, ending with the original Base Specified Amount. Decreases to the Base Specified Amount may decrease policy charges calculated per $1,000 of Specified Amount or Net Amount At Risk (including any Rider charges), depending on the death benefit option elected and the amount of the Cash Value. We will deny any request to reduce the Base Specified Amount below the minimum Total Specified Amount shown on the Policy Data Page. We will also deny any request that would disqualify the policy as a contract for life insurance.

Right of Conversion

At any time, you may elect by written request to transfer 100% of the policy's Cash Value allocated to the variable Sub-Accounts into the fixed account without regard to any restrictions otherwise applicable to such transfers. For more information on fixed account restrictions, see the "Fixed Account Transfers" sub-section under the "Transfers Among and Between the Policy Investment Options" section. To invoke this right, you must submit a request to our Home Office on our specified forms. This election is irrevocable.

Once a request for conversion has been processed, the following will apply:

transfers out of the fixed account will be prohibited and your policy will no longer participate in the Investment Experience of the Sub-Accounts;

·	the policy's Cash Value will be credited with the fixed account's interest rate;

·	Variable Account Asset Charges will no longer be deducted (because they are only deducted from Cash Value allocated to the Variable Account); and

all other benefits, services, Riders, and charges, including loans and full and partial surrenders, will continue and/or continue to be available after your request for conversion, subject to the same terms applicable prior to the request for conversion.

Exchanging the Policy

You may request to exchange the policy for another policy offered by us that is a plan of permanent fixed life insurance. This is not a contractual right of the policy and we may refuse such a request. To exchange the policy, your policy will be surrendered and its Cash Surrender Value will be used to purchase a new policy on the Insured's life. The exchange is subject to the following:

· our approval;

·	the Insured satisfying our underwriting standards; and

· paying all costs associated with the exchange.

You may transfer Indebtedness to the new policy. You must submit your exchange request to our Home Office on our specified forms. The policy must be In Force and not in a Grace Period. The new policy will take effect on the exchange date only if the Insured is alive. This policy will terminate when the new policy takes effect. The exchange may have adverse tax consequences.

Terminating the Policy

There are several ways that the policy can terminate. All coverage under the policy will terminate when any one of the following events occur:

·	we receive your written request to our Home Office to terminate coverage;

·	the Insured dies;

·	the policy is In Force on the Maturity Date and you do not elect to extend coverage beyond the Maturity Date;

·	the policy Lapses;

·	you surrender the policy for its Cash Surrender Value.

Terminating the policy may result in adverse tax consequences.

Assigning the Policy

You may assign any or all rights under the policy while it is In Force, subject to our approval. If you assign the policy, your Beneficiary's interest will be subject to the person(s)/entity to which you have assigned rights. The assignment must be in writing on a form satisfactory to us and will become effective on the date we record it at our Home Office. We are not responsible for the sufficiency or validity of any assignment. Your assignment will be subject to any outstanding Indebtedness. If the assignment qualifies as an exchange under Section 1035 of the Code, no Enhancement Benefit will be paid.

Reports and Illustrations

Upon your request, we will send you scheduled Premium payment reminders. We will send you transaction confirmation statements. We will also send you semi-annual and annual reports that show:

the Total Specified Amount;

minimum monthly Premiums;

Premiums paid;

all charges since the last report;

the current Cash Value;

the Cash Surrender Value; and

Indebtedness.

The reports will also include any other information required by laws and regulations, both federal and state. We will send these reports to the address you provide on the application unless directed otherwise. You may request an illustration of future benefits and values under the policy at any time. We reserve the right to assess a charge for illustrations.

Confirmations of individual financial transactions, such as transfers, partial Surrenders, loans, etc., are generated and mailed automatically. Copies may be obtained by calling our service center or submitting a written request. We may offer an eDelievery program where you may receive information faster from us and reduce the amount of mail you receive. If available, we may notify you by e-mail when important documents, like statements and prospectuses, are ready for you to view, print, or download from our secure server.

Policy Riders

You may elect/purchase one or more Riders listed below. There may be additional charges assessed for elected Riders. Availability, operation and benefits of the Riders described in this prospectus may vary by the state where the policy is issued. For detailed information regarding Rider availability and variations, see "Appendix E: State Variations."

Riders may not be elected or purchased independently of the policy. Upon termination of this policy, all Riders will also terminate.

Change of Insured Rider

This Rider is automatically issued with the policy with no associated charge. The benefit associated with the Change of Insured Rider is that you may designate a new Insured at any time after the Policy Date, subject to insurability and the conditions below.

If this Rider is invoked, the costs under the policy after the change will be based on the underwriting classification and

characteristics of the new Insured.

The amount of insurance coverage after the change date shall be the Total Specified Amount shown on the application to change the Insured provided that (1) the policy continues to qualify as life insurance under the Code and (2) such specified amount equals or exceeds the minimum Total Specified Amount shown on the Policy Data Page. Coverage on the new Insured will become effective on the change date. Coverage on the previous Insured will terminate on the day before the Change Date. The Change Date is the first monthly anniversary on or next following the date the change of insured conditions are met. The Policy Date will not change. The Change of Insured Conditions are as follows:

·	at the time of the change, the new Insured must have the same business relationship to the policy owner as did the previous Insured;

·	the new Insured may be required to submit evidence of insurability satisfactory to us;

·	the new Insured must satisfy our underwriting requirements;

·	the policy must be In Force and not be in a Grace Period at the time of the change;

·	the new Insured must have been at least age eighteen on the Policy Date; and

·	the policy owner must submit a written application to change the Insured.

Federal income tax consequences mayresult from a change in insured. For federal income tax purposes the substitution of a new insured is treated as an exchange of the policy for another life insurance policy. Since the new insured is not the same as the insured that was substituted, the tax free treatment for policy exchanges under Code Section 1035 may not be available because the requirement that the insured under the policies relate to the same individual is not met. The foregoing is not comprehensive and cannot replace personalized advice provided by a competent tax professional. Please seek competent tax advice regarding the tax treatment of the policy when contemplating a change in insured.

Change of Insured Rider Charge. There is no charge associated with the Change of Insured Rider.

Supplemental Insurance Rider

The benefit associated with the Supplemental Insurance Rider is term life insurance on the Insured that is: (1) in addition to the Base Specified Amount; (2) payable to the Beneficiary upon the Insured's death; and (3) annually renewable until the Insured reaches Attained Age 100.

Subject to our approval, you may purchase this Rider at the time of application or at a later time provided that the policy is In Force and the Rider is purchased before the Insured reaches Attained Age 100. If you purchase this Rider at the time of application, the effective date of the Rider is the Policy Date. If you purchase this Rider after the Policy Date, the effective date will be the monthly anniversary of the Policy Date on or next following the date we approve your written request, unless you specify and we approve a different date.

The Rider benefit amount may vary monthly and is based on the chosen Death Benefit Option. You may renew coverage annually until the Insured reaches age 100, when this Rider's term expires.

The charges for the Rider are calculated in the same manner as those applicable to the base policy. The Rider Specified Amount may be combined with the Base Specified Amount to satisfy the minimum Total Specified Amount shown on the Policy Data Page. However, while the Rider is in effect, the Base Specified Amount must be at least 10% of the minimum Total Specified Amount. You may request to either increase or decrease the Total Specified Amount, subject to certain restrictions. Currently, if you choose to purchase coverage under this Rider and concurrently reduce the Base Specified Amount by an off-setting amount, some of the charges associated with the policy will be reduced because charges under the Rider may be lower than the corresponding charges under the base policy. Rider policy charges are lower in most cases because the Rider is term insurance. The greater the allocation is to Rider, the lower the overall charges will be under the policy. Your registered representative can answer your questions and provide you with illustrations demonstrating the impact of purchasing coverage under the Rider. See "Appendix D: Examples of Policy Charge Blending" to this prospectus for examples showing how charges are "blended" when the Supplemental Insurance Rider is elected.

Certain benefits that are normally available under the policy may be reduced or eliminated when this Rider is in effect. Such benefits include:

·	adding this Rider results in a lower Enhancement Benefit;

·	in some years and/or at some Attained Ages, the cost of insurance charge for the Rider is higher than the cost of insurance for the base policy; and

·	since the Rider terminates when the Insured reaches Attained Age 100, the Rider Specified Amount coverage will end prior to the Maturity Date.

Before deciding whether to purchase the Supplemental Insurance Rider it is important for you to know that when you purchase this Rider, the compensation received by your registered representative and his or her firm is less than when compared to purchasing insurance coverage under the base policy. As a result of this compensation reduction, the charges assessed for the cost of insurance under this Rider will be lower for a significant period of time. There are instances where the Supplemental Insurance Rider may require lower Premium to maintain the total death benefit over the life of the policy or may require increased Premium when compared to not purchasing the Rider at all.

If you have questions about whether the Rider is appropriate for you, please consult your registered representative for more specific information on this Rider and its potential benefits.

Rider Specified Amount Increases and Reductions Due to Partial Surrender. All increases and decreases of Rider Specified Amount, including decreases due to partial surrender or forced partial surrender, are done proportionally between the amounts you have allocated to Base Specified Amount and Rider Specified Amount.

Terminating the Rider. You may terminate this Rider by submitting a written request to us at our Home Office. We may require that the policy be submitted for endorsement. Terminating this Rider will likely result in increased policy charges because of the difference in policy charges for the base policy and this Rider. If the Rider is terminated, the calculation of the Death Benefit will apply exclusively to the base policy. Termination may require that the amount of Death Benefit coverage provided by the base policy be increased to maintain the qualification of the policy as a contract of life insurance under the Code.

This rider also terminates upon the earliest of the following dates:

·	the date the policy is surrendered or terminated;

·	the date the policy Lapses;

·	the Insured's death; or

·	the date the Insured reaches Attained Age 100.

We reserve the right to deny any request to terminate this Rider that would disqualify the policy as a contract of life insurance under the Code. If the policy is not issued as a modified endowment contract, terminating this Rider may result in the policy becoming a modified endowment contract. We will notify you if the policy's status is in jeopardy.

There is no Cash Value attributable to this Rider. Therefore, there is no Cash Surrender Value attributable to this Rider available to you upon termination of this Rider.

In most instances, terminating the Rider will not be to your advantage. If you decide to terminate the Rider, you should carefully discuss this decision with a registered representative or a qualified financial advisor.

Supplemental Insurance Rider Charges. Refer to the "Policy and Rider Charges" section of this prospectus for a description of charges associated with this Rider.

Policy and Rider Charges

We will take deductions from Premium payments and/or the Cash Value to compensate us for the services and benefits we provide, the costs and expenses we incur, and the risks we assume. We may generate a profit from any of the charges assessed under the policy and certain expenses may be recovered utilizing more than one charge. We begin to deduct monthly charges from your policy's Cash Value on the Policy Date. These charges are assessed by redeeming Accumulation Units. The number of Accumulation Units redeemed is determined by dividing the dollar amount of the charge by the Accumulation Unit value for the Sub-Account. We do not deduct policy charges or Rider charges from the Cash Value attributable to the policy loan account. If you have a policy loan, a complete description of how interest credited and charged results in costs to you is described in the "Policy Loans" section of this prospectus.

The charges reflect the costs and risks associated with the policy. The Insured is assigned to an underwriting class based upon his/her age, sex (if not unisex classified), smoker status, type of evidence of insurability, and insurability status.

Charges will also depend on if you elect coverage under the Supplemental Insurance Rider. Generally, if you choose to purchase coverage under the Supplemental Insurance Rider, and concurrently reduce the Base Specified Amount by an off-setting amount, some of the charges associated with the policy will be lower because the charges under the Rider are generally lower than those available under a base policy (i.e., a policy without any Riders). See "Appendix D: Examples of Policy Charge Blending" to this prospectus for examples showing how charges are "blended" when the Supplemental Insurance Rider is elected. The levels of charges associated with each policy charge will never exceed the maximum charges in the "Periodic Charges Other Than Mutual Fund Operating Expenses" table in the "In Summary: Fee Tables" section of this prospectus. For more information about the benefits and operation of the Supplemental Insurance Rider, see the "Policy Riders" section of this prospectus.

Percent of Premium Charge

We deduct a Percent of Premium Charge from each Premium payment to partially reimburse us for our sales expenses and Premium taxes, and certain actual expenses, including acquisition costs. The Variable Account Asset Charge is also designed to partially reimburse us for these expenses. The Percent of Premium Charge also provides revenue to compensate us for assuming risks associated with the policy, and revenue that may be a profit to us. The Percent of Premium Charge is comprised of two components, the Sales Load component and the Premium Tax component. The Sales Load component is to compensate us for our sales expenses. The Premium Tax component is to reimburse us for state and local premium taxes (at the estimated rate of 2.25%) and for federal premium taxes (at the estimated rate of 1.25%). This amount is not the actual amount of the tax liability we incur. It is an estimated amount. If the actual tax liability is more or less, we will not adjust the charge retroactively.

The Percent of Premium Charge assessed on each Premium payment depends on whether the Target Premium for the year in which the Premium is received has been reached. Currently, the Percent of Premium Charge assessed is based on the following table:

Policy Year	Premium Paid Up To Target Premium	Premium Paid In Excess of Target Premium
1	10%	4%
2	8%	3%
3	6%	2%
4	4%	2%
5+	2%	2%

We may waive the Percent of Premium Charge on the initial Premium paid into this policy as part of a sponsored exchange program to another policy we offer or we offer through an affiliated company, as permitted under the securities laws and/or rules or by order of the SEC.

Illustration Charge

Currently, we only assess an Illustration Charge for excessive requests for In Force policies. We consider excessive requests to be more than ten in any twelve month period. This charge compensates us for the administrative costs of generating the illustration. This charge will not exceed $25 per illustration requested. Any Illustration Charge must be paid in cash at the time of the illustration request. The Illustration Charge will not be deducted from the policy's Cash Value.

The Illustration Charge is not applicable to requests for illustrations of prospective policies during the sales process.

Partial Surrender Fee

Currently, we do not deduct a Partial Surrender Fee, however, we may assess a fee in the future If assessed, the Partial Surrender Fee would compensate us for the administrative costs associated with calculating and generating the surrender amount. If assessed, the Partial Surrender fee assessed for each surrender will not exceed $25. Any Partial Surrender Fee assessed will be deducted proportionally from your Sub-Account allocations and fixed account allocation.

Administrative Expense Charge

We deduct an Administrative Expense Charge from the policy's Cash Value on the policy date and each monthly anniversary of the Policy Date to reimburse us for the costs of maintaining the policy, including accounting and record-keeping. Currently, the Administrative Expense Charge is $5 per month in all policy years. The maximum guaranteed Administrative Expense Charge is $10 per month in all years. The Administrative Expense Charge will be deducted proportionally from your Sub-Account allocations and fixed account allocation.

Cost of Insurance Charge

We deduct a Cost of Insurance Charge per $1,000 of Net Amount At Risk from the policy's Cash Value on the Policy Date and on each monthly anniversary of the Policy Date to compensate us for providing expected mortality benefits, and to reimburse us for certain actual expenses, including acquisition costs and state and federal taxes. This charge also provides revenue to compensate us for assuming certain risks associated with the policy, and revenue that may be profit to us. The Cost of Insurance Charge is the product of the Net Amount At Risk and the cost of insurance rate. The cost of insurance rate will vary by the Insured's sex (if not unisex classified), Issue Age, underwriting class, any Substandard Ratings, how long the policy has been In Force, the Total Specified Amount and the Base Specified Amount. The cost of insurance rates are based on our expectations as to future mortality and expense experience.

There will be a separate cost of insurance rate for the initial Base Specified Amount and any Base Specified Amount increase. The Cost of Insurance Charge will be deducted proportionally from your Sub-Account allocations and fixed account allocation. The cost of insurance rates will never be greater than those shown on the Policy Data Pages.

We may underwrite the policy on a non-medical basis that may result in a higher Cost of Insurance Charge. Non-medical underwriting means that a physical examination to obtain medical information on the proposed Insured is not required to issue the policy. The higher Cost of Insurance Charge compensates us for assuming additional mortality risk in issuing the policy without information received during medical underwriting.

Flat Extras and Substandard Ratings. As part of our underwriting process, we may inquire about the occupation and activities of the Insured. If the activities or occupation of an Insured cause an increased health or accident risk, it may result in the Insured receiving a Substandard Rating. If this is the case, we may add an additional component to the Cost of Insurance Charge called a "Flat Extra." The Flat Extra accounts for the increased risk of providing life insurance when one or more of these factors apply to the Insured. The Flat Extra is a component of the total Cost of Insurance Charge, so if applied it will be deducted from the policy's Cash Value on the Policy Date and the monthly anniversary of the Policy Date. The monthly Flat Extra is between $0.00 and $2.08 per $1,000 of the Net Amount At Risk. If a Flat Extra is applied, it is shown in the Policy Data Pages. In no event will the Flat Extra result in the Cost of Insurance Charge exceeding the maximum charge listed in the Fee Table of this prospectus.

We will uniformly apply a change in any cost of insurance rate for Insureds of the same age, sex, underwriting class, any Substandard Ratings, Total Specified Amount and Base Specified Amount, if their policies have been In Force for the same length of time. If a change in the cost of insurance rates causes an increase to your Cost of Insurance Charge, your policy's Cash Value could decrease. If a change in the cost of insurance rates causes a decrease to your Cost of Insurance Charge, your policy's Cash Value could increase.

Per $1,000 of Specified Amount Charge

We deduct a monthly per $1,000 of Specified Amount Charge from the policy's Cash Value to compensate us for sales, underwriting, distribution and issuance of the policy. The charge applicable to your policy depends on the Total Specified Amount. The maximum guaranteed monthly per $1,000 of Specified Amount Charge is $0.40 per $1,000 of Specified Amount (unless the policy is purchased in the state of New York, where the maximum guaranteed monthly per $1,000 of Specified Amount is $0.085 per $1,000 of Specified Amount). The per $1,000 of Specified Amount Charge will be deducted proportionally from your Sub-Account allocations and the fixed account.

A distinct Rider Per $1,000 of Specified Amount Charge applies to the Supplemental Insurance Rider. If you elect that Rider, the Total Specified Amount charges that you will pay depends upon the allocation of Total Specified Amount

between the base policy and the Supplemental Insurance Rider. To determine Total Specified Amount charges, the Base Specified Amount charge must be added to the Rider Specified Amount charge. Total charges are a weighted average of the amount of Base Specified Amount and Rider Specified Amount. The end result is a charge blending. For further explanation of this blending, including an example, see the "Supplemental Insurance Rider Per $1,000 of Specified Amount Charge" of the "Rider Charges" sub-section below.

Variable Account Asset Charge

We deduct a Variable Account Asset Charge from the policy's Cash Value allocated to the Sub-Accounts daily to compensate us for assuming the risk associated with mortality and expense costs. This charge provides revenues to compensate us for assuming certain risks associated with the policy, and revenues that may be profit to us. The mortality risk is that the Insured will not live as long as expected. The expense risk is that the costs of issuing and administering the policy will be more than expected. The Variable Account Asset Charge will be deducted proportionally from your Sub-Account allocations daily.

The Variable Account Asset Charge applicable to your policy depends on the amount of Cash Value allocated to the variable Sub-Accounts. The maximum guaranteed Variable Account Asset Charge is equal to an annualized rate of 0.90% of the policy's variable Cash Value for all policy years. Currently, the annualized Variable Account Asset Charge rate assessed is based on the following schedule:

Charge for policy years 1-4	Charge for policy years 5-15	Charge for policy years 16+
0.25% of Cash Value allocated to the Sub-Accounts	0.20% of Cash Value allocated to the Sub-Accounts	0.10% of Cash Value allocated to the Sub-Accounts

Rider Charges

We will assess any Rider charge by taking deductions from the Cash Value to compensate us for the services and benefits we provide, the costs and expenses we incur, and the risks we assume. We may generate a profit from any of the Rider charges. We begin to deduct monthly Rider charges from the policy's Cash Value on the Policy Date or on the first monthly anniversary of the Policy Date after the Rider is effective.

Change of Insured Rider. There is no charge associated with this Rider.

Supplemental Insurance Rider. The Supplemental Insurance Rider charges listed below are different and in addition to, the charges assessed under the base policy. The charges associated with the Supplemental Insurance rider are:

·	Supplemental Insurance Rider Cost of Insurance Charge; and

·	Supplemental Insurance Rider Per $1,000 of Specified Amount Charge.

When the Supplemental Insurance Rider is elected, the Rider's charges are blended with the base policy's charges. By blending we mean that the charge associated with base and Rider are multiplied by their respective percentage allocation and then added. For example, if you allocate 80% to base coverage and 20% to Rider coverage to determine total charges you would multiple the base charge by 80%, independently multiply the Rider charge by 20% and then add the result of these two calculations to determine total charges. In most instances, policy charges end up being lower if you allocate as much coverage as possible to the Rider. An example of blending is provided in "Appendix D: Examples of Policy Charge Blending" of this prospectus.

If you purchase this Rider and increase the Total Specified Amount then the overall monthly charges associated with the policy will increase, even if the Base Specified Amount is not increased. If, however, you purchase this Rider and do not increase the Total Specified Amount and instead reduce the Base Specified Amount by an off-setting amount of Rider Specified Amount, then electing the Supplemental Insurance Rider will potentially reduce the overall monthly charges associated with the policy.

Supplemental Insurance Rider Cost of Insurance Charge. If you elect the Supplemental Insurance Rider, we deduct a monthly Supplemental Insurance Rider Cost of Insurance charge to compensate us for providing term life insurance on the Insured. This charge is determined by multiplying the Rider's cost of insurance rate by the Rider's Death Benefit (described below). We base the Supplemental Insurance Rider Cost of Insurance rate on our expectations as to future experience for factors such as mortality, persistency, expenses, and taxes. The Supplemental Insurance Rider Cost of insurance rate will vary by the Insured's Attained Age, sex (if not unisex classified), tobacco use, Substandard Ratings, underwriting class and the number of years from the Policy Date. The Rider Cost of Insurance Charge may include a Flat Extra for certain Substandard Ratings. For a detailed description of how Flat Extras operate, see the "Cost of Insurance" sub-section of the "Policy and Rider Charges" section of this prospectus.

The Supplemental Insurance Rider Cost of Insurance Charge will be deducted proportionally from your Sub-Account allocations and the fixed account. Because we deduct the Rider charge from the Cash Value, purchase of this Rider could reduce the amount of the Death Benefit when the Death Benefit depends on Cash Value.

Supplemental Insurance Rider Per $1,000 of Specified Amount Charge. If you purchase the Supplemental Insurance Rider, we deduct a monthly Rider Specified Amount charge from the policy's Cash Value to compensate us for sales, underwriting, distribution, and issuance of the Rider. The charge applicable to your policy depends on the Total Specified Amount and the allocation of the Total Specified Amount between Base Specified Amount and Rider Specified Amount. The charge is determined using a weighted average (i.e., a blend that uses the relative proportions of the Base and Rider Specified Amounts) of the base and Rider charges.

The Rider Specified Amount Charge will be deducted proportionally from your policy's Sub-Account allocations and the fixed account. The maximum guaranteed monthly Supplemental Insurance Rider Specified Amount Charge is $0.40 per $1,000 of Specified Amount (unless the policy is purchased in the state of New York, where the maximum guaranteed monthly Supplemental Insurance Rider Specified Amount Charge is $0.085 per $1,000 of Specified Amount). To determine total specified amount charges, you add the amount of the Base Specified Amount charge to the Rider Specified Amount charge. Total charges are a weighted average of the amount of Base Specified Amount and Rider Specified Amount you elected. The end result is a charge blending.

Here is an example of how charges are blended if you elect Base Specified Amount and Rider Specified Amount. For this example, assume the following:

The Total Specified Amount is $19,650,000.

The Base Specified Amount is 50% or $9,825,000.

The Rider Specified Amount is 50% or $9,825,000.

The charges are calculated using the following formula.

Where:

BA = Base Specified Amount Allocation (as a percentage)

BSAC = Base per $1,000 Specified Amount Charge

RA = Rider per $1,000 Specified Amount Allocation (as a percentage)

RSAC = Rider per $1,000 Specified Amount Charge

Total Per $1,000 Specified Amount Charge = [(BA x BSAC) + (RA x RSAC)] x [Total Specified Amount / $1,000]

Using this formula and the assumptions described above, the calculation is as follows:

Total Per 1,000 Specified Amount Charge	= [(50% x $0.08) + (50% x $0.02)] x [$19,650,000 / $1,000]
	= [($0.04) + ($0.01)] x [19,650]
	= [$0.05] x [19,650]
	= $982.50 per month

Death Benefit Calculations with the Supplemental Insurance Rider. The death benefit option chosen for the base policy will also be the death benefit option for the Rider and used in the calculation of the Rider Death Benefit. The current death benefit option in effect is shown on the Policy Data Page. The Death Benefit is calculated as the greater of: (1) the Total Specified Amount; or (2) the Minimum Required Death Benefit (which will differ depending on whether the guideline premium/cash value corridor test or the cash value accumulation test is used).

After the Death Benefit is calculated, it is allocated between your elected amounts of base policy and this Rider.

1.	Base Policy Death Benefit – The amount of the Death Benefit we allocate to the base policy is calculated using the formula below.

Base Policy Death Benefit = [CV + (Total NAAR)] x [(Base Specified Amount)/ (Total Specified Amount)]

Where:

CV = the Cash Value of the policy

Total NAAR = the total Net Amount At Risk which is the Death Benefit minus the Cash Value

The formula above determines the portion of the Death Benefit applied to base policy by determining the ratio the Base Specified Amount bears to the Total Specified Amount.

2.	Supplemental Insurance Rider Death Benefit – The amount of the Death Benefit we allocate to the Supplemental Insurance Rider is calculated by subtracting the Base Policy Death Benefit (as calculated in item 1 above) from the Death Benefit.

Mutual Fund Operating Expenses

In addition to the charges listed above, there are also charges associated with the mutual funds in which the Sub-Accounts invest. While you will not pay these charges directly, they will affect the value of the assets you have allocated to the Sub-Accounts because these charges are reflected in the underlying mutual fund prices that we subsequently use to value your Sub-Account units. Please see the underlying mutual funds' prospectuses for additional information about these charges.

You may request copies of the prospectus for any of the underlying mutual funds available under the policy FREE OF CHARGE. Information on how to contact us is located on the front page of this prospectus.

A Note on Charges

During a policy's early years, the expenses we incur in distributing and establishing the policy exceed the deductions we take. Nevertheless, we expect to make a profit over time because variable life insurance is intended to be a long-term financial investment. Accordingly, we have designed the policy with features and investment options that we believe support and encourage long-term ownership.

We make many assumptions and account for many economic and financial factors when we establish the policy's fees and charges. The following is a discussion of some of the factors that are relevant to the policy's pricing structure.

Distribution, Promotional, and Sales Expenses. Distribution, promotional and sales expenses include amounts we pay to broker-dealer firms as commissions, expense allowances and marketing allowances. We refer to these expenses collectively as "total compensation." The maximum total compensation we pay to any broker-dealer firm in conjunction with policy sales is 35% of first year Premiums and 15% of renewal premium after the first year.

We have the ability to customize the total compensation package of our broker-dealer firms. We may vary the form of compensation paid or the amounts paid as commission, expense allowance or marketing allowance; however, the total compensation will not exceed the maximum (35% of first year premiums and 15% of renewal premium after the first year). Commission may also be paid as an asset-based amount instead of a premium based amount. If an asset-based commission is paid, it will not exceed 0.30% of the non-loaned cash value per year.

The actual amount and/or forms of total compensation we pay depend on factors such as the amount of premiums we receive from respective broker-dealer firms and the scope of services they provide. Some broker-dealer firms may not receive maximum total compensation.

Individual registered representatives typically receive a portion of the commissions/total compensation we pay, depending on their arrangement with their broker-dealer firm. If you would like to know the exact compensation arrangement associated with this product, you should consult your registered representative.

Information on Underlying Mutual Fund Payments

Our Relationship with the Underlying Mutual Funds. The underlying mutual funds incur expenses each time they sell, administer, or redeem their shares. The separate account aggregates policy owner purchase, redemption, and transfer requests and submits net or aggregated purchase/redemption requests to each underlying mutual fund daily. The separate account (not the policy owners) is the underlying mutual fund shareholder. When the separate account aggregates transactions, the underlying mutual fund does not incur the expense of processing individual transactions it would normally incur if it sold its shares directly to the public. We incur these expenses instead.

We also incur the distribution costs of selling the policy (as discussed above), which benefit the underlying mutual funds by providing policy owners with Sub-Account options that correspond to the underlying mutual funds.

An investment adviser or subadviser of an underlying mutual fund or its affiliates may provide us or our affiliates with wholesaling services that assist in the distribution of the policy and may pay us or our affiliates to participate in educational and/or marketing activities. These activities may provide the adviser or subadviser (or their affiliates) with increased exposure to persons involved in the distribution of the policy.

Types of Payments We Receive. In light of the above, the underlying mutual funds or their affiliates make certain payments to us or our affiliates ("payments"). The amount of these payments is typically based on a percentage of assets invested in the underlying mutual funds attributable to the policies and other variable policies we and our affiliates issue, but in some cases may involve a flat fee. These payments may be used by us for any corporate purpose, which include reducing the prices of the policies, paying expenses that we or our affiliates incur in promoting, marketing, and administering the policies and the underlying mutual funds, and achieving a profit.

We, or our affiliates, receive the following types of payments:

underlying mutual fund 12b-1 fees, which are deducted from underlying mutual fund assets;

sub-transfer agent fees or fees pursuant to administrative service plans adopted by the underlying mutual fund, which may be deducted from underlying mutual fund assets; and

payments by an underlying mutual fund's adviser or subadviser (or its affiliates). Such payments may be derived, in whole or in part, from the advisory fee, which is deducted from underlying mutual fund assets and is reflected in underlying mutual fund charges.

Furthermore, we benefit from assets invested in our affiliated underlying mutual funds (i.e., Nationwide Variable Insurance Trust) because our affiliates also receive compensation from the underlying mutual funds for investment advisory, administrative, transfer agency, distribution, and/or other services. Thus, we may receive more revenue with respect to affiliated underlying mutual funds than unaffiliated underlying mutual funds.

We took into consideration the anticipated payments from the underlying mutual funds when we determined the charges imposed under the policies (apart from fees and expenses imposed by the underlying mutual funds). Without these payments, we would have imposed higher charges under the policy.

Amount of Payments We Receive. For the year ended December 31, 2009, the underlying mutual fund payments we and our affiliates received from the underlying mutual funds did not exceed 0.55% (as a percentage of the average daily net assets invested in the underlying mutual funds) offered through this policy or other variable policies that we and our affiliates issue. Payments from investment advisers or subadvisers to participate in educational and/or marketing activities have not been taken into account in this percentage.

Most underlying mutual funds or their affiliates have agreed to make payments to us or our affiliates, although the applicable percentages may vary from underlying mutual fund to underlying mutual fund and some may not make any payments at all. Because the amount of the actual payments we or our affiliates receive depends on the assets of the underlying mutual funds attributable to the policy, we and our affiliates may receive higher payments from underlying mutual funds with lower percentages (but greater assets) than from underlying mutual funds that have higher percentages (but fewer assets).

For additional information related to the amount of payments Nationwide receives, go to www.nationwide.com.

We may consider several criteria when identifying the underlying mutual funds, including some or all of the following: investment objectives, investment process, investment performance, risk characteristics, investment capabilities, experience and

Investment Adviser:	AllianceBernstein L.P.
Investment Objective:	Long-term growth of capital.

Investment Adviser:	AllianceBernstein L.P.
Investment Objective:	Long-term growth of capital.

Investment Adviser:	AllianceBernstein L.P.
Investment Objective:	Long-term growth of capital.

Investment Adviser:	American Century Investment Management, Inc.
Investment Objective:	Long-term capital growth with income as a secondary objective.

Investment Adviser:	American Century Investment Management, Inc.
Investment Objective:	Long-term capital growth with income as a secondary objective.

REGISTRATION UNDER THE SECURITIES ACT OF 1933
Pre-effective Amendment No.	o
Post-effective Amendment No.	o

Investment Adviser:	Capital Research and Management Company
Investment Objective:	Seeks high total return (including income and capital gains) consistent with the
	preservation of capital over the long term.

Investment Adviser:	BlackRock Advisors, LLC
Sub-adviser:	BlackRock Investment Management, LLC
Investment Objective:	The investment objective of the Fund is to seek high total investment return
	(i.e. the combination of capital appreciation (from increases or decreases in the
	market value) and current income (from interest or dividends).

Investment Adviser:	Davis Selected Advisors, L.P.
Sub-adviser:	Davis Selected Advisors - NY, Inc.
Investment Objective:	Long-term growth of capital.

Investment Adviser:	The Dreyfus Corporation
Sub-adviser:	Mellon Capital Management
Investment Objective:	To match performance of the S&P SmallCap 600 Index®.

Investment Adviser:	Deutsche Investment Management Americas Inc.
Sub-adviser:	Dreman Value Management L.L.C.
Investment Objective:	Long-term capital appreciation.

Investment Adviser:	Federated Investment Management Company
Investment Objective:	Current income.

Investment Adviser:	Strategic Advisers Inc. Boston MA
Sub-adviser:	FMR Co., Inc., Fidelity Research & Analysis Company
Investment Objective:	Seeks high total return with a secondary objective of principal preservation as
	the fund approaches its target date and beyond.
Designation:	FF

Investment Adviser:	Fidelity Management & Research Company Boston, MA
Sub-adviser:	FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity
	Research & Analysis Company, Fidelity Investments Japan Limited, Fidelity
	International Investment Advisors, Fidelity International Investment Advisors
	(U.K.) Limited
Investment Objective:	Reasonable income.

Investment Adviser:	Franklin Advisory Services, LLC
Investment Objective:	Long-term total return.

Investment Adviser:	Franklin Advisers, Inc.
Investment Objective:	High current income, consistent with preservation of capital, with capital
	appreciation as a secondary consideration.

Investment Adviser:	Invesco Advisors, Inc.
Investment Objective:	Long-term growth of capital.

Investment Adviser:	Van Kampen Asset Management
Investment Objective:	To seek long-term growth of capital and income.

Investment Adviser:	Waddell & Reed Investment Management Company
Investment Objective:	High total return over the long run.

Investment Adviser:	Janus Capital Management LLC
Investment Objective:	Long-term capital growth, consistent with preservation of capital and balanced
	by current income.

Investment Adviser:	Lazard Asset Management LLC
Investment Objective:	Long-term capital appreciation.

Investment Adviser:	Legg Mason Partners Fund Advisor, LLC
Sub-adviser:	ClearBridge Advisors, LLC
Investment Objective:	The fund seeks long-term growth of capital.

Investment Adviser:	Lincoln Investment Advisors Corporation
Sub-adviser:	BAMCO, Inc.
Investment Objective:	Capital appreciation.

Investment Adviser:	Massachusetts Financial Services Company
Investment Objective:	To seek capital appreciation.

Investment Adviser:	Nationwide Fund Advisors
Sub-adviser:	Federated Investment Management Company
Investment Objective:	The Fund seeks to provide high current income.

Investment Adviser:	Neuberger Berman Management LLC
Sub-adviser:	Neuberger Berman, LLC
Investment Objective:	Capital growth.

Investment Adviser:	OppenheimerFunds, Inc.
Investment Objective:	Capital appreciation by investing in securities of well-known, established
	companies.

Investment Adviser:	Pacific Investment Management Company LLC
Sub-adviser:	Research Affiliates
Investment Objective:	Seeks maximum real return consistent with preservation of capital and prudent
	investment management. The portfolio seeks to achieve its investment
	objective by investing under normal circumstances substantially all of its
	assets in Institutional Class Shares of the Underlying PIMCO Funds
Designation:	FF

Investment Adviser:	Pioneer Investment Management, Inc.
Investment Objective:	Long-term growth of capital.

Investment Adviser:	Putnam Investment Management, LLC
Investment Objective:	Capital appreciation.

Investment Adviser:	Royce & Associates, LLC
Investment Objective:	Long-term capital growth.

Investment Adviser:	T. Rowe Price Investment Services
Investment Objective:	Substantial dividend income as well as long-term growth of capital through
	investments in the common stocks of established companies.

Investment Adviser:	Morgan Stanley Investment Management Inc.
Investment Objective:	Long-term capital appreciation by investing primarily in growth-oriented
	equity securities of large capitalization companies.

Investment Adviser:	Van Eck Associates Corporation
Investment Objective:	Long-term capital appreciation by investing primarily in hard asset securities.
	Income is a secondary consideration.

Investment Adviser:	Wells Fargo Funds Management, LLC
Sub-adviser:	Wells Capital Management Incorporated
Investment Objective:	Long-term capital appreciation.