0001190903-09-001827 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 4th, 2010 • Nationwide Provident Vli Separate Account A • Ohio

COMPANY OF AMERICA and NATIONWIDE LIFE AND ANNUITY COMPANY OF AMERICA (collectively referred to herein as "NW"), on their behalf and on behalf of the separate accounts that are more particularly described below, and 1717 CAPITAL MANAGEMENT COMPANY ("Distributor").

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EXHIBIT A Amended and Restated Plan and Agreement of Merger
Plan and Agreement of Merger • January 4th, 2010 • Nationwide Provident Vli Separate Account A

This Amended and Restated Plan and Agreement of Merger (the "Agreement"), is entered into on September 4, 2009 by and between NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, an Ohio stock life insurance company with its statutory office located One Nationwide Plaza, Columbus, OH 43215 ("NLAIC" or the "Surviving Corporation"), and NATIONWIDE LIFE AND ANNUITY COMPANY OF AMERICA, a Delaware stock life insurance company with its statutory office located at One Nationwide Plaza, Columbus, OH 43215 ("NLACA"). MAC and NLACA are hereinafter sometimes collectively referred to as the "Constituent Corporations" or individually as a "Constituent Corporation".

ASSIGNMENT AND ASSUMPTION OF DISTRIBUTOR’S INTEREST UNDER DISTRIBUTION AGREEMENT
Assignment and Assumption Agreement • January 4th, 2010 • Nationwide Provident Vli Separate Account A

This ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of May 1, 2009 (the “Effective Date”) by and between Nationwide Securities, LLC (“Assignor”) and Nationwide Investment Services Corporation ("Assignee").

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