NATIONWIDE SEVERANCE PAY PLAN as amended and restated on March 1, 2003 Table of Contents

ARTICLE I – Definitions

1.01 – Actively At Work

1.02 – Board

1.03 – Company

1.04 – Disability or Disabled

1.05 – Effective Date

1.06 – Employee

1.07 – ERISA

1.08 – FMLA

1.09 – Job Elimination

1.10 – Incumbent Employee

1.11 – Involuntary Termination

1.12 – Most Recent Date of Hire

1.13 – Non-Participating Employer

1.14 – Participant

1.15 – Participating Employer

1.16 – Pay

1.17 – Plan

1.18 – Plan Administrator

1.19 – Plan Sponsor

1.20 – Plan Year

1.21 – Severance Pay

1.22 – Severance Payment and Release Agreement

1.23 – Successor Employer

1.24 – Suitable Replacement Employment

1.25 – Years of Service

ARTICLE II – Eligibility

2.01 – Eligibility for Participation

2.02 – Eligibility for Severance Pay

ARTICLE III – Amount of Severance Pay

3.01 – Determination of Severance Pay

3.02 – Payment of Severance Pay

ARTICLE IV – Claims

ARTICLE V – Appeals

ARTICLE VI – Administration

6.01 – Appointment of the Plan Administrator

6.02 – Conduct of Plan Administrator Business

6.03 – Records and Reports of the Plan Administrator

6.04 – Administrative Powers and Duties

6.05 – Fiduciary Duties

6.06 – Allocation or Delegation of Duties and Responsibilities

6.07 – Procedure for the Allocation or Delegation of Fiduciary Duties

6.08 – Compensation and Indemnification

Article VII – Miscellaneous Provisions

7.01 – Funding of the Plan

7.02 – Future of the Plan

7.03 – Exclusive Benefit of Employees

7.04 – Legally Enforceable

7.05 – Gender and Number

ARTICLE VIII – Benefit Acceptions

8.01 – Carryover Provisions

8.02 – Provident Severance Pay Benefit

1.

is Actively at Work,

2.

who is not Actively at Work due to his own FMLA protected illness but who has not exhausted his job protection rights under FMLA, or

3.

who does not have a year of service who is not Actively at Work due to his own illness but who has not exhausted his job protection rights under the Nationwide Policy Guide provisions (currently, 5 weeks).

(a)

“Suitable Replacement Employment” means, subject to the limits in subsection (b):

(1)

any position accepted by the Employee with a Participating, Non-Participating or Successor Employer;

(2)

any position with a Participating, Non-Participating or Successor Employer which was offered but not accepted by the Employee where the offered/rejected position:

(A)

was similar to the eliminated position in that the responsibilities and duties of such position did not require extensive retraining, and

(B)

such position offered compensation of not less than 80% of the level of pay and benefits provided by the eliminated position; or

(3)

a position as an agent licensed to sell the products of the Company.

(b)

Suitable Replacement Employment does not include any position with a Participating, Non-Participating or Successor Employer that was offered but not accepted by the Employee if the Employee’s new principal place of work would have been:

(1)

at least 50 miles farther from the Employee’s former residence than was the former principal place of work; or

(2)

if the Employee had no former principal place of work, would have been at least 50 miles from the Employee’s former residence.

(c)

An Employee’s principal place of work is the location at which the Employee spends most of his working time and at which he performs services, or, if no one place of work dominates, the location at which business activities are centered (such as the reporting location).

(d)

A position with a Participating or Non-Participating Employer will be deemed to have been accepted upon the earliest to occur of the following:

(1)

commencement of duties in the new position;

(2)

receipt of payment under the transfer expense policy of the Participating or Non-Participating Employer; or

(3)

written acknowledgment of the decision to accept the new position.

(a)

Subject to Article VIII, Benefit Exceptions, an Employee of a Participating Employer becomes a Participant eligible for Severance Pay when the following conditions are met:

(1)

the employment relationship with all Participating Employers and Non-Participating Employers ends due solely to an Involuntary Termination due to Job Elimination, and

(2)

the Employee has signed a Severance Payment and Release Agreement.

(b)

In no event shall an Employee be eligible for Severance Pay where the Employee was terminated, in whole or part, for the following reasons, which are illustrative and not exclusive: poor job performance, theft, dishonesty, an offense involving moral turpitude, tardiness, absenteeism, failure to report for work, company rule violation, gross misconduct, insubordination, mutual agreement of the Employee and the Participating Employer, illness, or termination of temporary employment.

(a)

Subject to Article VIII, Benefit Exceptions, Severance Pay is provided in accordance with the following schedule:

Years of Service

Weeks of Severance Pay

2 years or less

Pay times 2

3 years

Pay times 3

4 years

Pay times 4

5 years

Pay times 5

6 years

Pay times 6

7 years

Pay times 7

8 years

Pay times 8

9 years

Pay times 9

10 years

Pay times 10

11 years or more

Pay times the number of Years of Service, but not more than 25 Years of Service shall be considered.

(b)

Severance Pay is not reduced by reason of entitlement to any other employer or government-sponsored benefit.

(a)

Any Employee or former Employee who does not receive benefits from the Plan to which he feels entitled shall have the right to file a written claim with the Plan Administrator for such benefit. The Employee or former Employee must submit such written claim to the Plan Administrator within 6 months of the event for which he believes entitles him to benefits under this Plan.

(b)

If a claim is denied (in whole or in part), the Employee or former Employee will receive - within 90 days after receipt of a claim (180 days if special circumstances apply) - a written explanation from the Plan Administrator or its designee detailing:

(1)

the specific reasons for the denial,

(2)

specific references to plan provisions to support those reasons,

(3)

the additional information needed to be provided to improve the claim and the reasons why that information is necessary, and

(4)

the procedures available for a further review of the claim.

(c)

Each claimant shall have the right to appeal that denial by submitting a written application to the Plan Administrator within 60 days after the claim has been denied. The claimant or a representative may review the Plan document and submit any written comments in the appeal. A request for review of a claim should be submitted through the Human Resources Department.

(d)

The Plan Administrator will conduct a full and fair review of all claim appeals and notify the claimant of the decision within 60 days (120 if special circumstances apply). That decision will be in writing and will include the specific reasons and the plan references on which the decision was based.

(a)

The Benefits Administrative Committee shall elect a Chairman and a Secretary who may be, but need not be, members of the Benefits Administrative Committee. It may appoint agents including, but not limited to, the Office of Human Resources and the Payroll Department of the Nationwide Mutual Insurance Company, and a committee, who may be, but need not be, members of the Benefits Administrative Committee, with such powers as it shall determine, and it may authorize one or more of its number, or any agent, or agents, to execute or deliver any instrument or make any payment in its behalf.

(b)

A majority of the members of the Benefits Administrative Committee shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Benefits Administrative Committee shall be by the vote of a majority of the members of the Benefits Administrative Committee present at any meeting or without a meeting by an instrument in writing signed by a majority of the members of the Benefits Administrative Committee.

(a)

exercise discretion and authority to construe and interpret the provisions of the Plan, to determine eligibility to participate in the Plan, and to make rules and regulations under the Plan to the extent deemed advisable by the Chairperson, Secretary, other Committee Members and Subcommittees;

(b)

decide all questions as to the rights of Participants under the Plan;

(c)

file or cause to be filed all such annual reports, returns, schedules, descriptions, financial statements and other statements as may be required by any federal or state statute, agency, or authority;

(d)

obtain from the Participating Employer and Employees such information as shall be necessary to the proper administration of the Plan;

(e)

determine the amount, manner, and time of payment of benefits hereunder;

(f)

notify the Employees, in writing, of any amendment or termination of the Plan, or of a change in any benefits available under the Plan;

(g)

prescribe such actions as may be required for Employees to make elections under this Plan; and

(h)

do such other acts as it deems reasonably required to administer the Plan in accordance with its provisions, or as may be provided for or required by law.

(a)

for the exclusive purpose of providing benefits to Participants and defraying reasonable expenses of administering the Plan;

(b)

with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(c)

in accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of ERISA.

(a)

employ agents to carry out non-fiduciary responsibilities;

(b)

employ agents to carry out fiduciary responsibilities (other than trustee responsibilities as defined in ERISA Section 405(c)(3));

(c)

consult with counsel, who may be counsel to the Participating Employers; and

(d)

provide for the allocation of fiduciary responsibilities (other than trustee responsibilities as defined in ERISA Section 405(c)(3)).

(a)

such action shall be taken by a majority of the Benefits Administrative Committee in a resolution approved by the Benefits Administrative Committee;

(b)

a vote cast by a member of the Benefits Administrative Committee for or against the adoption of such resolution shall be recorded and made a part of the written record of the Plan Administrator’s proceedings; and

(c)

any delegation of fiduciary responsibilities or any allocation of fiduciary responsibilities by the Plan Administrator may be modified or rescinded by the Plan Administrator according to the procedure set forth in subsections (a) and (b) of this Section 6.7.

(a)

No member of the Benefits Administrative Committee shall receive any compensation for his services as such, and no bond or other security need be required of him in such capacity in any jurisdiction.

(b)

The members of the Benefits Administrative Committee and the Participating Employers shall not be liable for any action taken, suffered or omitted by them in good faith or for any action in reliance upon certificates, reports, opinions made or given by any actuary, accountant, or counsel selected by the Benefits Administrative Committee.

(c)

Each member of the Benefits Administrative Committee, and any person appointed as agent of the Benefits Administrative Committee or employed by the Benefits Administrative Committee in accordance with Section 6.6 or Section 6.7, shall be reimbursed and indemnified by the Participating Employers for any loss or expenses incurred by him by reason of any claims for asserted liability, so long as he acts in good faith and is not guilty of willful misconduct, gross negligence, or willful failure to act.

(a)

If an Employee received, before April 3, 1997, written notice that he had been placed on work probation and such Employee’s employment by a Participating Employer is involuntarily terminated, on or before June 3, 1997, as a result of job performance, such Employee’s severance pay benefit will be the greater of the benefit that would be paid based on the terms of this Plan or the benefit that would have been paid under the plan maintained as of December 31, 1996, by his employer (determined as of the termination of employment), taking into account all terms and conditions of each plan; and

(b)

If an Employee’s employment with a Participating Employer ends due to Job Elimination on or after April 3, 1997, but before December 31, 1997, such Employee will receive a severance pay benefit equal to the greater benefit that would be paid based on the terms of this Plan or the benefit that would have been paid under the plan maintained as of December 31, 1996 by his employer (determined as of the termination of employment), taking into account all terms and conditions of each plan.

(a)

For the period October 1, 2002 through March 31, 2004, a Provident transition associates becomes a Participant eligible for Severance Pay when the employment relationship with all Participating Employers and Non-Participating Employers ends due to involuntary termination of employment.

(b)

A Provident transition associate who is a Participant eligible for Severance Pay as a result of subsection (a) will be eligible for Severance Pay equal to the greater of:

(1)

The Severance Pay according to the schedule in section 3.1, or

(2)

Three weeks of Pay per year of service, minimum of 3 months of Pay and maximum of 52 weeks of Pay.

(c)

For purposes of this Section, involuntary termination of employment includes “constructive” terminations for failing to accept a position that would reduce compensation or benefits or failing to accept relocation of more than 25 miles other than relocation to or from the Berwyn or Newark offices and excludes any termination, regardless of reason, if such termination is the result, in whole or in part, disciplinary action, violations of company policy or job performance.

(d)

For purposes of this Section, years of service is the service reported through December 31, 2002 upon conversion to the Nationwide Human Resource Information System, ignoring any breaks in service, and stated in whole and partial years.

(e)

For purposes of this Section, a Provident transition associates means any employee who was

employed by Provident Mutual Life Insurance Company on September 30, 2002 and who was employed by Nationwide Life Insurance Company of America on October 1, 2002.