NATIONWIDE INDIVIDUAL DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED January 1, 2005

Individual Deferred Compensation Plan

January 1, 2005

ARTICLE 1

DEFINITIONS

1.01 ACCRUED AMOUNTS

1.02 ADMINISTRATOR

1.03 AGREEMENT

1.04 ANNUAL SHORT TERM INCENTIVE COMPENSATION

1.05 ANNUAL SHORT TERM INCENTIVE COMPENSATION DEFERAAL PERCENTAGE

1.06 BENEFICIARY

1.07 BENEFITS COMMITTEE

1.08 BOOK ACCOUNT

1.09 CODE

1.10 COMPANIES

1.11 COMPENSATION

1.12 COVERED COMMENSATION

1.13 DEFERRED AMOUNTS

1.14 DISTRIBUTION ELECTION

1.15 EARNINGS

1.16 EFFECTIVE DATE

1.17 ELECTION OF DEFERRAL

1.18 ELECTIVE DISTRIBUTION

1.19 ELIGIBLE PARTICIPANT

1.20 EXECUTIVE

1.21 HARDSHIP DISTRIBUTION

1.22 HRIS

1.23 INSIDER

1.24 KEY EMPLOYEE

1.25 LAPSE DATE

1.26 LONG - TERM INCENTIVE COMPENSATION

1.27 LONG - TERM INCENTIVE COMPENSATION DEFERRAL PERCENTAGE

1.28 NATIONWIDE RETIREMENT PLANS

1.28 NATIONWIDE VALUE ADDED (“NVA”) COMPENSATION

1.29 NVA COMPENSATION DEFERRAL PERCENTAGE

1.30 NOTICE OF DISCONTINUANCE

1.31 PARTICIPANT

1.32 PERFORMANCE PERIOD

1.33 PERIODIC INCENTIVE COMPENSATION

1.34 PERIODIC INCENTIVE COMPENSATION DEFERRAL PERCENTAGE

1.35 PLAN

1.36 PLAN YEAR

1.37 RESTRICTED STOCK AWARD

1.38 RESTRICTED STOCK DEFERRAL PERCENTAGE

1.39 SALARY

1.40 SALARY DEFERRAL PERCENTAGE

1.41 STOCK

1.42 TERMINATION DATE

1.43 TRANSACTION DATE

Individual Deferred Compensation Plan

January 1, 2005

ARTICLE 2

2.01 COMMENCEMENT OF PARTICIPATION

2.02 CESSATION OF PARTICIPATION

2.03 ELIGIBILITY

2.04 CESSATION OF ELIGIBILITY

ARTICLE 3

CONTRIBUTIONS

3.01 ELECTION TO DEFER COMPENSATION

3.02 CHANGE OF ELECTION TO DEFER

3.03 DEFERRAL PERCENTAGE

ARTICLE 4

ACCOUNTS AND ALLOCATIONS

4.01 DEFERRED AMOUNTS

4.02 EARNINGS CREDITED TO BOOK ACCOUNT

4.03 NATIONWIDE RETIREMENT PLAN BENEFIT

4.04 NATIONWIDE SAVINGS PLAN BENEFIT

4.05 NLICA PRODUCERS PENSION PLAN AND NLICA PRODUCERS EXCESS PLAN

4.06 VESTED INTEREST

ARTICLE 5

DISTRIBUTIONS

5.01 METHODS AND ELECTION OF DISTRIBUTION OF ACCRUED AMOUNT

5.02 TIME OF DISTRIBUTION

5.03 PAYMENT TIMING AND PROCESS

5.04 SMALL AMOUNTS

5.05 HARDSHIP DISTRIBUTION

5.06 ELECTIVE DISTRIBUTION

5.07 DEATH PAYMENTS

ARTICLE 6

ADMINISTRATION

6.01 PLAN ADMINSITRATION

6.02 CLAIMS PROCEDURE

6.03 RULES OF PLAN

6.04 AGENTS AND EMPLOYEES

6.05 RECORDS

6.06 DELEGATION OF AUTHORITY

6.07 ELIGIBILITY

6.08 INDEMNIFICATION

ARTICLE 7

MISCELLANEOUS

7.01 NO TRUST CREATED

7.02 AMOUNTS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS - UNSECURED GENERAL CREDITOR STATUS OF     PARTICIPANT

7.03 NO CONTRACT OF RETENTION

7.04 ACCOUNT BALANCE NOT TRANSFERABLE

7.05 DETERMINATION OF ACCOUNT BALANCE

7.06 MERGER OF PROGRAMS, INDIVIDUAL AGREEMENTS INTO THIS PLAN

7.07 AMENDMENT OR TERMINATION

7.08 SEVERABILITY OF PROVISIONS

7.09 HEADINGS

7.10 INUREMENT

7.11 NOTICE

7.12 GOVERNING LAW

7.13 PRONOUNS

Individual Deferred Compensation Plan

January 1, 2005

1.01

Accrued Amounts: The sum of all Deferred Amounts credited to the Participant’s Book Account and due and owing to the Participant or Designated Beneficiary pursuant to the Plan and the applicable Agreement, together with Earnings thereon, less any distributions made hereunder.

1.02

Administrator: The Vice President, Associate Services, or such other officer(s) or employee(s) of Nationwide Mutual Insurance Company appointed by the Benefits Committee to administer this Plan.

1.03

Agreement: The Nationwide Individual Deferred Compensation Plan Agreement entered into by and between the Companies and an Eligible Participant. The Agreement includes an Eligible Participant’s Deferral Election(s) and Distribution Election(s).

1.04

Annual Short-Term Incentive Compensation: Cash amounts other than salary, NVA Compensation or Periodic Incentive Compensation paid via the Nationwide HRIS under an incentive plan maintained by the Companies that provides for payments based on performance during a Performance Period of one year and which is paid annually.

1.05

Annual Short-Term Incentive Compensation Deferral Percentage: The percentage elected for deferral from Annual Short-Term Incentive Compensation by an Eligible Participant pursuant to Article 3.

1.06

Beneficiary: The individual, trust or institution designated by the Participant to assume ownership of the Participant’s Book Account upon death.

1.07

Benefits Committee: A committee of at least three senior officers of Nationwide Mutual Insurance Company who are appointed by the Board of Directors of the Nationwide Mutual Insurance Company from time to time. The initial members of the Benefits Committee shall be the Chief Financial Officer, Chief Human Resources Officer and General Counsel of Nationwide Mutual Insurance Company.

Individual Deferred Compensation Plan

Restated January 1, 2005

1.08

Book Account: An account maintained for a Participant on the accounting system of the Companies reflecting such Participant’s Deferred Amounts and Earnings thereon; provided, however, that the existence of such book entries and a Book Account shall not create and shall not be deemed to create a trust of any kind, or a fiduciary relationship between the Companies and (a) the Participant, (b) a Designated Beneficiary, or (c) other beneficiaries, under the Agreement. Each Participant’s Book Account shall consist of separate sub-accounts for amounts: (d) deferred under all individual deferred compensation agreement(s) in effect prior to January 1, 2000; (e) from the Participant’s Salary during each Plan Year beginning on or after January 1, 2000; (f) from the Participant’s Annual Short-Term Incentive Compensation during each Plan Year beginning on or after January 1, 2000; (g) from the Participant’s Periodic Incentive Compensation beginning on or after January 1, 2002, (h) from the Participant’s Long-Term Incentive Compensation during each performance cycle beginning on or after January 1, 2000; (i) from the Participant’s NVA Compensation beginning on or after January 1, 2005; and (j) amounts representing the value of the underlying Stock of deferred Restricted Stock Awards.

1.09

Code: The Internal Revenue Code of 1986, as amended.

1.10

Companies: Nationwide Mutual Insurance Company and any company affiliated with it who has adopted this Plan, as well as any successor to any of such entities.

1.11

Compensation: Amounts otherwise payable as cash or stock to an Eligible Participant for her/his services to the Companies, paid via the Nationwide HRIS in the form of Salary, Annual Short-Term Incentive Compensation, NVA Compensation, Restricted Stock Awards on which the restrictions have expired, Periodic Incentive Compensation, and/or Long-Term Incentive Compensation paid under the Nationwide Property and Casualty Long Term Performance Plan, or any successor plan.

1.12

Covered Compensation: Covered Compensation, as defined in the Nationwide Savings Plan, without considering the maximum compensation limit of Code Section 401(a) (17).

1.13

Deferred Amounts: Amounts of Compensation deferred under the Plan and credited to a Book Account.

1.14

Distribution Election: An election filed by the Participant in the manner prescribed by the Administrator as part of the Agreement specifying the method of distribution of the Participant’s Accrued Amount.

1.15

Earnings: Amounts credited to the Participant’s Book Account, pursuant to the provisions of Section 4.02 of this Plan.

1.16

Effective Date: January 1, 2000.

1.17

Election of Deferral: An election filed by an Eligible Participant in the manner prescribed by the Administrator pursuant to which the Participant elects to defer

Individual Deferred Compensation Plan

Restated January 1, 2005

receipt of Compensation under the Plan. The Election of Deferral is part of the Agreement.

1.18

Elective Distribution: A voluntary election by the Participant, or, after death, by the Beneficiary, to accelerate payment from this Plan.

1.19

Eligible Participant: An individual who is an Executive and any employee of the Companies who had an individual deferred compensation agreement or deferred compensation election under this Plan in effect for any prior calendar year. An individual who was eligible to participate in the Nationwide Employee Deferred Compensation Plan will not become an Eligible Participant under this Plan until the year following the year in which he or she first becomes an Executive.

1.20

Executive: An Executive is an individual:

(a)

Who is an elected officer of one or more of the Companies

(b)

Whose Covered Compensation plus any deferrals under this Plan totals to an amount in excess of the annual maximum compensation limit under Code Section 401(a)(17) for the Nationwide Savings Plan determined as the covered compensation limit that applies in the Nationwide Savings Plan as of the first day of each Plan Year for this Plan, and

(c)

Whose position is classified for compensation purposes as falling within an executive pay structure.

1.21

Hardship Distribution: A distribution following a Participant’s Termination Date on account of severe financial hardship to the Participant as a result of a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined by Code section 152(a)), loss of an Participant’s property due to casualty, or other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation or assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under any other plan.

Individual Deferred Compensation Plan

Restated January 1, 2005

1.22

HRIS: The Nationwide Human Resources Information System.

1.23

Insider: Individuals who meet the criteria of Section 16 of the Securities Act of 1934 or such other individuals who are designated as Insiders.

1.24

Key Employee: An individual who meets the criteria as defined in Code Section 416(i).

1.25

Lapse Date: The calendar date on which the restrictions on a Restricted Stock Award expire.

1.25

Long-Term Incentive Compensation: Cash amounts paid via the Nationwide HRIS under any incentive plan maintained by the Companies that provides for payments based on performance during a performance cycle that is longer than one year.

1.26

Long-Term Incentive Compensation Deferral Percentage: The percentage elected for deferral from Long-Term Incentive Compensation by an Eligible Participant pursuant to Article 3.

1.27

Nationwide Retirement Plans: The Nationwide Retirement Plan, Nationwide Supplemental Retirement Plan, Nationwide Excess Benefit Plan, or successor plans to these plans, if any.

1.28

Nationwide Value Added (“NVA”) Compensation: the payment made to Participant from the NVA Award Bank under the terms of the Nationwide Financial Services, Inc. 1996 Long-term Equity Compensation Plan, as amended (“LTEP”).

1.29

NVA Compensation Deferral Percentage: The percentage elected for deferral from NVA Compensation by an Eligible Participant pursuant to Article 3. Participants may elect to cap the deferral percentage with a dollar amount maximum each year.

1.30

Notice of Discontinuance: A deferral election filed by the Eligible Participant with the Administrator requesting the withdrawal and cancellation, on a prospective basis, of the Eligible Participant’s most recent Election of Deferral. The Notice is part of the Agreement.

1.31

Participant: An Executive and/or an individual with an Accrued Amount credited to a Book Account.

1.32

Performance Period: The period over which performance is measured for purposes of determining a Participant’s entitlement to Annual Short-Term Incentive Compensation, NVA Compensation, Periodic Incentive Compensation, and Long-Term Incentive Compensation.

1.33

Periodic Incentive Compensation: Cash amounts other than salary paid via the Nationwide HRIS to a Participant under any incentive plan maintained by the

Individual Deferred Compensation Plan

Restated January 1, 2005

Companies that provides for payments based on performance during a Performance Period of less than one year and which is paid more frequently than annually, as well as all other amounts of Compensation paid to the Participant other than Salary, Annual Short-Term Incentive Compensation, NVA Compensation and Long-Term Incentive Compensation.

1.34

Periodic Incentive Compensation Deferral Percentage: The percentage elected for deferral from Periodic Incentive Compensation by an Eligible Participant pursuant to Article 3.

1.35

Plan: This Plan document, together with each executed, valid Agreement.

1.36

Plan Year: The calendar year.

1.37

Restricted Stock Award: A Stock-based award granted to Eligible Participants under the Second Amended and Restated Nationwide Financial Services, Inc. 1996 Long-Term Equity Compensation Plan or any similar, or successor plan.

1.38

Restricted Stock Deferral Percentage: The percentage of a Restricted Stock Award that an Eligible Participant elects to defer pursuant to Article 3 and the concurrent election, if any, by an Eligible Participant to invest any Deferred Amounts relating to a Restricted Stock Award into any investment option under the Plan related to the market performance or value of the Stock.

1.39

Salary: Regular earnings paid via the Nationwide HRIS each biweekly pay period during the Plan Year. Salary is reflected as an annual rate of pay on the Nationwide Human Resources Information System.

1.40

Salary Deferral Percentage: The percentage elected for deferral from Salary by an Eligible Participant pursuant to Article 3.

1.41

Stock: Class A Common Stock of Nationwide Financial Services, Inc., par value $0.01 per share.

1.42

Termination Date: The effective date of a termination of employment.

1.43

Transaction Date: Any date the New York Stock Exchange is open for business.

Individual Deferred Compensation Plan

Restated January 1, 2005

2.01

Commencement of Participation: An Eligible Participant must timely, fully and accurately complete and execute an Agreement and file such Agreement with the Administrator. An Eligible Participant shall become a Participant at the time an initial credit is made to establish a Book Account for such Participant. Each Eligible Participant will be provided with a description of the Plan and an Agreement once the Administrator identifies him or her as an Eligible Participant. Each year thereafter, for as long as he or she remains an Eligible Participant, the Participant will receive a description of the Plan and appropriate administrative forms.

2.02

Cessation of Participation: An Eligible Participant or other individual will cease to be a Participant in this Plan on the day when all amounts equal to the amounts credited to the Eligible Participant’s or other individual’s Book Account have been distributed to such Eligible Participant or to such Eligible Participant’s Designated Beneficiary, leaving a Book Account of $0.

2.03

Eligibility: Each Eligible Participant shall be permitted to make an Election of Deferral for each respective Plan Year or Performance Period. An Eligible Participant may make a different Election of Deferral each Plan Year and may make different Elections of Deferral for Salary, for Annual Short-Term Incentive Compensation, for Periodic Incentive Compensation, NVA Compensation, and for Long-Term Incentive Compensation.

2.04

Cessation of Eligibility: An individual shall cease to be eligible to make an Election of Deferral upon ceasing to be an Eligible Participant.

Individual Deferred Compensation Plan

Restated January 1, 2005

3.01

Election to Defer Compensation: An Eligible Participant may elect a Salary Deferral Percentage, an Annual Short-Term Incentive Compensation Deferral Percentage, an NVA Compensation Deferral Percentage, a Periodic Incentive Compensation Deferral Percentage, a Long-Term Incentive Compensation Deferral Percentage or, a Restricted Stock Deferral Percentage hereunder by filing one or more Elections of Deferral with the Administrator. Each Election of Deferral for a Salary Deferral Percentage must be filed with the Administrator, or its agent, at the time designated by the Administrator which will not be later than the end of the month preceding the beginning of the Plan Year to which it will first pertain. Each Election of Deferral for a Periodic Incentive Compensation Deferral Percentage, an NVA Compensation Deferral Percentage or an Annual Short-Term Incentive Compensation Deferral Percentage must be filed with the Administrator, or its agent, at the time designated by the Administrator which will not be later than the end of the month preceding the beginning of the Performance Period to which it will first pertain.

Individual Deferred Compensation Plan

Restated January 1, 2005

3.02

Change of Election to Defer: Except as provided below, the Eligible Participant’s initial Election of Deferral with respect to Salary, Annual Short-Term Incentive Compensation, NVA Compensation, Periodic Incentive Compensation, Long Term Incentive Compensation, shall terminate at the end of the Plan Year or Performance Period to which the Election of Deferral applies. Each such Election of Deferral filed subsequent to the initial Election of Deferral shall similarly continue in effect and be treated as a separate, new election with respect to each Plan Year or Performance Period to which it applies, and shall be accounted for separately.

Individual Deferred Compensation Plan

Restated January 1, 2005

3.03

Deferral Percentage: For Plan Years commencing January 1, 2002 or later, and continuing through the Eligible Participant’s Termination Date or the date as of which the individual ceases to be an Eligible Participant, whichever occurs first, the Eligible Participant may elect to defer Compensation under the Plan in full percentage increments of 1% (one percent) up to and including 80% (eighty percent) of all Compensation except Restricted Stock Awards. The maximum deferral percentage for Restricted Stock Awards is 100% (one hundred percent). A Participant may elect to limit the deferral percentage elected with respect to Annual Short Term Incentive Compensation, NVA Compensation and/or Long Term Incentive Compensation by specifying a dollar amount.

Individual Deferred Compensation Plan

Restated January 1, 2005

4.01

Deferred Amounts: Each Eligible Participant’s Deferred Amounts shall be credited to a Book Account established for such Eligible Participant as soon as administratively practicable after such Deferred Amounts are earned. Such amounts shall be credited effective on the date such amounts would have been paid as cash and included in such Eligible Participant’s Compensation had no Election of Deferral been completed. Amounts deferred pursuant to each individual deferred compensation agreement in effect prior to January 1, 2000, shall be administered as a separate sub-account of the Book Account maintained for any Participant who was a party to such an agreement.

4.02

Earnings Credited to Book Account: Each Participant’s Book Account shall be credited with Earnings for the period from the date on which Deferred Amounts are credited to the Book Account until the date on which they are distributed. Such earnings shall be credited:

(a)

For the period ending March 1, 2000, at a rate equal to the rate of interest established for the Nationwide Savings Plan Guaranteed Fund from time to time; and

(b)

For periods beginning after March 1, 2000, at the rate of return that would have been credited had an amount equal to the Participant’s Book Account been invested in the investment options chosen, from time to time, by the Participant from among the options made available by the Companies.

4.03

Nationwide Retirement Plan Benefit: Where a Participant is eligible to participate and has a vested benefit under the Nationwide Retirement Plans; a credit shall be

Individual Deferred Compensation Plan

Restated January 1, 2005

made to the Book Account for such Participant, effective on the Participant’s Termination Date, in an amount equal to the present value of:

(a)

The Participant’s benefit under the Nationwide Retirement Plan, the Nationwide Supplemental Retirement Plan, the Nationwide Excess Benefit Plan, the Nationwide Life Insurance Company of America Retirement Plan, and the Nationwide Life Insurance Company of America Producers Pension Plan as of the date of termination of employment, calculated as if no deferral had been made by the Participant pursuant to this Plan, reduced, but not below $0, by

(b)

Benefits from the Nationwide Retirement Plan, Nationwide Supplemental Retirement Plan, Nationwide Excess Benefit Plan, the Nationwide Life Insurance Company of America Retirement Plan, and the Nationwide Life Insurance Company of America Producers Pension Plan.

4.04

Nationwide Savings Plan Benefit: As soon as administratively practicable following the end of a Plan Year and/or a performance cycle, where a Participant is eligible to participate and has a fully vested benefit in company matching contributions under the Nationwide Savings Plan, a credit shall be made to the Book Account for each Participant following each Plan Year in which a Participant deferred compensation under this Plan, in an amount equal to:

(a)

Company matching contributions that would have been made on behalf of the Participant under the Nationwide Savings Plan and the Nationwide Supplemental Defined Contribution Plan and amounts credited under this Section 4.04 of the Plan for such Plan Year and all prior periods, calculated as if no deferral had been made by the Participant pursuant to this Plan and based on the percentage of company matching contributions made on behalf of the Participant under the Nationwide Savings Plan for such periods, reduced, but not below $0, by

(b)

Company matching contributions made on behalf of the Participant under the Nationwide Savings Plan and Nationwide Supplemental Defined Contribution Plan and amounts credited under this Section 4.04 of the Plan for such prior Plan Years and/or performance cycles.

(c)

For deceased Participants, the amount credited to the Participant’s Book Account for the Plan Year in which the Participant died shall be reduced by the amount due for applicable taxes on the amount determined under (a) and (b) of this section.

Individual Deferred Compensation Plan

Restated January 1, 2005

4.05

NLICA Producers Pension Plan and NLICA Producers Excess Plan: As soon as administratively practicable following the end of each Plan Year in which the Participant deferred compensation under this Plan, where a Participant is eligible to participate and has a fully vested benefit in company contributions under the NLICA Producers Pension Plan, a credit shall be made to the Book Account for such Participant, in an amount equal to:

(a)

Company contributions or credits that would have been made on behalf of the Participant under the NLICA Producers Pension Plan and the NLICA Producers Excess Plan for such Plan Year where company contributions or credits are calculated as if the amount deferred under this plan were included in Covered Compensation under the NLICA Producers Pension Plan and NLICA Producers Excess Plan reduced by the actual company contribution or credits made on behalf of the Participant under those plans for such periods, but not below $0, plus

(b)

For the Plan Year in which the Participant first vests in the company contributions under the NLICA Producers Pension Plan, company contributions or credits that would have been made on behalf of the Participant under the NLICA Producers Pension Plan and NLICA Producers Excess Plan for prior Plan Years, where company contributions and credits are calculated as if the amount deferred under this Plan were included in Covered Compensation under the NLICA Producers Pension Plan and NLICA Producers Excess Plan in such prior Plan Years, reduced by the actual company contribution or credits, as appropriate, made on behalf of the Participant under those plans for such periods, but not below $0.

(c)

For deceased Participants, the amount credited to the Participant’s Book Account for the Plan Year in which the Participant died shall be reduced by the amount due for applicable taxes on the amount determined under (a) and (b) of this section.

4.06

Vested Interest: Each Participant shall always be fully vested in such Participant’s Accrued Amount.

Individual Deferred Compensation Plan

Restated January 1, 2005

5.01

Methods and Election of Distribution of Accrued Amount:

(a)

Payout Method 1: A period of years equal to the number of years in which a Participant actively deferred compensation pursuant to a deferred compensation agreement executed on or before December 31, 1999. For any Participant who elected this method of determining annual installment distributions with respect to deferral under an individual deferred compensation agreement for calendar year 1999 or any prior calendar year, annual installments will be distributed for the number of calendar years (whole or partial) for which the Participant elected to defer $1 or more of Compensation hereunder, determined as of the date the distribution of the Participant’s Accrued Amount is to commence.

(b)

Payout Method 2: A period of years not in excess of ten (10) years with payment to commence in January of the calendar year following the calendar year which includes the Participant’s Termination Date. For all deferral elections for Plan Years starting on or after January 1, 2002, the ten (10) year limitation described above is changed to fifteen (15) years.

(c)

Payout Method 3: A period of years not in excess of ten (10) years with payment to commence in January of any future year which is not later than the 10^th year following the calendar year of deferral. However, if a Participant elects to defer his or her Annual Short-term Incentive Compensation or NVA Compensation and has a Distribution Election of annual installments beginning one year after the Performance Period to which the deferral applies, installment payments will begin in January following the date the Annual Short-term Incentive Compensation or NVA Compensation would have otherwise been paid in the absence of a deferral into this Plan.

Individual Deferred Compensation Plan

Restated January 1, 2005

(a)

in accordance with the Short-Term Incentive Election Deferral for the Plan Year in which the Short-Term Incentive was earned;

(b)

If Participant does not have a Short-Term Incentive Election Deferral for the applicable Plan Year, in accordance with the Periodic Incentive Compensation Election Deferral for the Plan Year in which the Periodic Incentive Compensation was earned;

(c)

if the Participant does not have a Periodic Incentive Election Deferral for the applicable Plan Year, in accordance with most recent Restricted Stock Election Deferral, if any; and

(d)

if the Participant has no Election of Deferral for Compensation or restricted stock in the applicable Plan Year, the default distribution method of payment beginning in 10 years and paid in equal 10-year installments.

5.02

Time of Distribution: At the time of his or her Election to Defer, Participant may elect to have payment of his or her Accrued Amount commence (a) in January of the calendar year following his or her Termination Date, Payout Method #1 or Payout Method #2 or (b) in January of any future year which is not later than the tenth year following the year of the deferral, Payout Method #3. However, if a Participant elects to defer his or her Annual Short-term Incentive Compensation or NVA Compensation and has a Distribution Election of annual installments beginning one year after the Performance Period to which the deferral applies, installment payments will begin in January following the date the Annual Short-term

Individual Deferred Compensation Plan

Restated January 1, 2005

Incentive Compensation or NVA Compensation would have otherwise been paid in the absence of a deferral into this Plan.

5.03

Payment Timing and Process: As elected by the Participant, the Companies shall commence payment of the Participant’s Accrued Amount as soon as administratively practicable in accordance with the distribution method elected by the Participant and all applicable federal and state laws, including those for distributions to a Key Employee. Notwithstanding the foregoing, amounts deferred pursuant to individual deferred compensation agreements in effect prior to January 1, 2000, shall be distributed commencing in January of the calendar year following the calendar year of the Participant’s Termination Date.

5.04

Small Amounts: Notwithstanding the foregoing provisions, if the Administrator determines that the value of the Participant’s Accrued Amount, as of November 30^th of any year, is $5,000 or less, his or her Accrued Amount, determined as of such date will be paid to the Participant immediately.

5.05

Hardship Distribution: Notwithstanding any other provision herein, a Participant or Beneficiary may request from the Administrator an immediate distribution of all or some portion of his or her Accrued Amount as a Hardship Distribution. If the Administrator approves such request, then a single cash sum shall be distributed, in the amount necessary to meet the terms of the hardship, as soon as administratively practicable.

5.06

Elective Distribution: Notwithstanding any other provision herein, a Participant or Beneficiary may request from the Administrator an immediate distribution of all or some portion of his or her Accrued Amount as an Elective Distribution, if such amount is attributable to amounts deferred on or before December 31, 2004. If the Administrator approves such request, than a single cash sum shall be distributed in the amount requested, less 10% forfeiture, as soon as administratively practicable.

Individual Deferred Compensation Plan

Restated January 1, 2005

5.07

Death Payments: Upon receipt by the Administrator of proof of the death of a Participant, the value of the decedent’s account held hereunder shall be paid to the designated beneficiary of the decedent, or to the administrator or executor of the estate of the decedent if no valid beneficiary designation is in effect upon the death of the decedent.

Individual Deferred Compensation Plan

Restated January 1, 2005

6.01

Plan Administration: The general administration of the Plan and the responsibility for carrying out its provisions shall be placed with the Administrator.

(a)

To exercise sole and exclusive discretion and authority to construe and interpret the provisions of the Plan, to determine eligibility to participate in the Plan, and make and enforce rules and regulations under the Plan to the extent deemed advisable;

(b)

To decide with sole and exclusive discretion and authority all questions as to the rights of Participants under the Plan, all questions as to the interpretation of Plan provisions, and such other questions as may arise under the Plan;

(c)

To 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)

To obtain from the Companies and Participants such information as shall be necessary to the proper administration of the Plan;

(e)

To determine the amount, manner, and time of payment of amounts hereunder;

(f)

To notify the Participants and other covered individuals, in writing, of any amendment or termination of the Plan, or of a change in any amounts available under the Plan, to the extent required by law;

(g)

To prescribe such actions as may be required for Participants to make elections under this Plan;

(h)

To 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. Except as required by law, no bond or other security need be required of the Administrator in such capacity in any jurisdiction.

(i)

In accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of the applicable law.

Individual Deferred Compensation Plan

Restated January 1, 2005

6.02

Claims Procedure:

(a)

All claims for amounts must be filed with the Administrator, along with such other documentation, as the Administrator shall require from time to time.

(b)

If a claim should be denied in whole or in part, the Participant, the Designated Beneficiary(ies) or the beneficiary(ies) of the Participant will receive written notification within ninety (90) days.

6.03

Rules of Plan: Subject to the limitations of the Plan, the Administrator may, from time to time, establish policies for the administration of the Plan and the transaction of its business. The Administrator may correct errors, however arising, and, as far as possible, adjust any payments accordingly. The determination of the Administrator as to the interpretation of the provisions of the Plan or any disputed question with respect to the Plan shall be conclusive upon all interested parties.

6.04

Agents and Employees: The Administrator may authorize one or more agents to execute or deliver any instrument. The Administrator may appoint or employ such agents, counsel, auditors, physicians, clerical help and actuaries as in the Administrator’s judgment shall be reasonable or necessary for the proper administration of the Plan.

6.05

Records: The Administrator shall maintain accounts showing the transactions of the Plan. The Administrator shall prepare and submit annually to the Boards of Directors a report setting forth the amounts credited to the Book Accounts and the related corporate liability equal to the total Accrued Amount of all Participants. The report to the Boards of Directors shall also include a brief account of the operation of the Plan for the Plan Year. The Administrator shall also provide periodic reports to the Participants concerning the status of their accounts.

Individual Deferred Compensation Plan

Restated January 1, 2005

6.06

Delegation of Authority: With the consent of the Benefits Committee, the Administrator may delegate to any person or persons any or all of its rights and duties hereunder. Any such delegation shall be valid and binding on all persons, and the person or persons to whom any such authority has been delegated shall, upon written acceptance of such authority, have full power to act in all matters so delegated until the authority expires by its terms or is revoked by the Administrator.

6.07

Eligibility: The Administrator shall not be precluded from becoming a Participant or Eligible Participant in the Plan; provided, however, that the Administrator, if a Participant or an Eligible Participant, shall not have any authority with respect to such Participant’s or Eligible Participant’s own participation in the Plan. Any issues related to the Administrator’s participation in the Plan shall be resolved by the Benefits Committee.

6.08

Indemnification: The Nationwide Mutual Insurance Company shall indemnify the Administrator for all expenses and liabilities (including reasonable attorneys’ fees) arising out of the administration of the Plan, other than any expenses or liabilities resulting from the Administrator’s own gross negligence or willful misconduct. The foregoing right of indemnification shall be in addition to any other rights to which the Administrator shall be entitled as a matter of law.

Individual Deferred Compensation Plan

Restated January 1, 2005

7.01

No Trust Created: Nothing contained in the Plan, and no action taken pursuant to the Plan by the Companies or any Participant shall create, or be construed to create, a trust of any kind, or a fiduciary relationship between the Companies and the Participant, the spouse of any Participant, a Designated Beneficiary or any other person. Any trust created by the Companies and any assets held by any such trust to assist the Companies in meeting its obligations under the Plan shall conform to the terms of the model trust described in Internal Revenue Procedure 92-64 and as subsequently modified.

7.02

Amounts Payable Only From General Corporate Assets - Unsecured General Creditor Status of Participant: Payments to any Participant, to any Participant’s spouse or to any Designated Beneficiary shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Nationwide Mutual Insurance Company. Title to and beneficial ownership of any assets, whether cash or investments which may be earmarked to pay Accrued Amounts hereunder, shall at all times remain in the Nationwide Mutual Insurance Company and no Participant or Designated Beneficiary shall have any property interest whatsoever in any specific asset of the Company. No person shall have any interest in any such assets by virtue of the provisions of this Plan. The obligation of the Companies hereunder shall be unfunded, for tax purposes, and an unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Nationwide Mutual Insurance Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company, and no such person shall have nor require any legal or equitable right, interest or claim in or to any property or asset of the Companies. The Company shall have no obligation to invest any assets as directed by Participants pursuant to Section 4.02. The elections made by Participants pursuant to that section shall be used solely for purposes of measuring the earnings credited to the Book Accounts of Participants.

Individual Deferred Compensation Plan

Restated January 1, 2005

7.03

No Contract of Retention: Nothing contained herein shall be construed to be a contract of retention as an employee for any term of years, nor as conferring upon any Participant the right to continue to be retained as an employee in the Participant’s present capacity, or in any capacity. It is expressly understood that the Plan relates merely to the promise of payment of deferred compensation for the Participant’s services.

7.04

Account Balance Not Transferable: Neither the Participant, a Designated Beneficiary nor any other beneficiary under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder. A Participant’s or Designated Beneficiary’s rights to payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or of the Designated Beneficiary, and no such amounts shall be subject to seizure by any creditor of any Participant or Designated Beneficiary, by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of bankruptcy, insolvency or death of the Participant or Designated Beneficiary, or any other beneficiary hereunder. Any such attempted assignment or transfer shall be void.

7.05

Determination of Account Balance: A Participant who believes that such Participant is being denied amounts to which the Participant is entitled under the Plan may file a written request for such amount with the Administrator, setting forth the Participant’s claim. The request must be addressed to the Secretary at the principal place of business of the Companies.

7.06

Merger of Programs, Individual Agreements Into This Plan: The Benefits Committee, without the consent of any Participant or Designated Beneficiary, may act to merge other individual account, deferred compensation liabilities under other plans, programs or individual agreements with this Plan. A specific amendment of this Plan shall be executed upon each such merger.

7.07

Amendment or Termination: The Benefits Committee, without the consent of any Participant or Designated Beneficiary, may amend or terminate the Plan at any time; provided, however, that no amendment shall be made or act of termination taken which divests any Participant or Designated Beneficiary of the unsecured right to receive payments under the Plan with respect to amounts theretofore credited to the applicable Participant’s Book Account.

7.08

Severability of Provisions: If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.

7.09

Headings: Headings used throughout the Plan are for convenience only and shall not be given legal significance.

Individual Deferred Compensation Plan

Restated January 1, 2005

7.10

Inurement: The Plan shall be binding upon and shall inure to the benefit of, the Companies and their successors and assigns, and the Participants and their Designated Beneficiaries and the successors, heirs, executors, administrators and beneficiaries thereof.

7.11

Notice: Any notice, consent or demand required or permitted to be given under the Plan shall be in writing and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, and addressed to such party’s last known address as shown on the records of the Companies. The address of the Companies, for this purpose, shall be One Nationwide Plaza, 1-26-9, Columbus, Ohio 43215. The date of such mailing shall be deemed the date of notice, consent or demand. Any party hereto may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid.

7.12

Governing Law: The Plan and the rights of the parties hereunder shall be governed by and be construed in accordance with the laws of the State of Ohio.

7.13

Pronouns: Any masculine term used in the Plan shall include the feminine and any singular term shall include the plural, unless the text indicates otherwise.

Individual Deferred Compensation Plan

Restated January 1, 2005