0001193125-10-044951 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 2nd, 2010 • Nationwide Financial Services Inc/ • Life insurance • Ohio

This EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) is entered into as of , 2009, by and between Nationwide Mutual Insurance Company (the “Company”) and (“Executive”).

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AMENDMENT NO. 3 TO FUND AGREEMENT
To Fund Agreement • March 2nd, 2010 • Nationwide Financial Services Inc/ • Life insurance

This Amendment No. 3 dated as of the 10th day of December, 2008, is to the Fund Agreement previously entered into on October 1, 2002 (as amended) by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Nationwide Fund Advisors (formerly, Gartmore Mutual Fund Capital Trust) and Nationwide Fund Distributors LLC (formerly, Gartmore Distribution Services, Inc.), which serve as investment adviser and distributor, respectively, to Nationwide Mutual Funds (formerly, Gartmore Mutual Funds) (the “Trust”) and the Trust’s various series (the “Funds”). In this Agreement, Nationwide Fund Advisors, Nationwide Fund Distributors LLC and Nationwide Mutual Funds are collectively referred to as “Nationwide.”

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • March 2nd, 2010 • Nationwide Financial Services Inc/ • Life insurance

This Amendment No. 2 dated as of the 10th day of December, 2008, is to the Fund Participation Agreement entered into on May 2, 2005 (“Participation Agreement”), made by and among Nationwide Financial Services, Inc. (including any subsidiaries listed on Exhibit A), Nationwide Fund Advisors (formerly, Gartmore Mutual Fund Capital Trust), which serves as adviser and Nationwide Fund Distributors LLC (formerly, Gartmore Distribution Services, Inc.), which serves as distributor to the Nationwide Variable Insurance Trust (formerly, Gartmore Variable Insurance Trust) (the “Trust”) with respect to its series of shares of beneficial interest (each, a “Fund”, and collectively, the “Funds”). In this Agreement, Nationwide Fund Advisors and Nationwide Fund Distributors LLC are collectively referred to as “Nationwide.”

TAX SHARING AGREEMENT
Tax Sharing Agreement • March 2nd, 2010 • Nationwide Financial Services Inc/ • Life insurance • Ohio

THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of January 1, 2008, is between Nationwide Mutual Insurance Company, an Ohio mutual insurance company (“Nationwide Mutual”), and any corporation that may hereafter be a subsidiary of Nationwide Mutual and become a party hereto as contemplated by Section VII (C) hereof (collectively, the “Subsidiaries,” or individually, “Subsidiary”).

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