Form of Deferred Stock Unit Agreement (Cash Settlement)



 EXHIBIT 10.44 
 NATIONWIDE FINANCIAL SERVICES, INC. 
 SECOND AMENDED AND RESTATED 
 STOCK RETAINER PLAN FOR NON-EMPLOYEE DIRECTORS 
 Form of Deferred Stock Units Award Agreement –Cash Settlement 
  

									
	 	 	 	 	 	 	[Date]	 	 

 [Name] 
 [Address] 
 [City, State, Zip] 
 Dear
[                    ]: 
 In
accordance with the terms of the Nationwide Financial Services, Inc. Second Amended and Restated Stock Retainer Plan for Non-Employee Directors (the “Plan”) and this award agreement (the “Award Agreement”), Nationwide Financial
Services, Inc. (“the Company”) hereby grants to you, as part of your retainer for service on the Company’s Board of Directors (“the Board”) in 200  , an award of Deferred Stock Units (the “DSU
Award”), as set forth below: 
 Overview of Your DSU Award 
  

			
	 Number of Deferred Stock
 Units Granted:
	  	 [                            ]

		
	 Date of Grant:
	  	 [                            ], 200  


 It is understood and agreed that the DSU Award evidenced by this Award Agreement is subject to the
following additional terms and conditions. 
  

	 1.
	 Nature and Settlement of Award. This DSU Award represents an unfunded and unsecured promise by the Company to pay you an amount in the future. This
DSU Award is not a share of the Company’s Class A common stock (“Common Stock”) and does not entitle you to receive dividends or voting rights. Settlement of your DSU Award will occur upon the date of your termination of service
on the Board, or as soon as practicable thereafter. At the time of settlement, the Company will pay to you an amount in cash equal to the product of (a) the Fair Market Value of one share of Common Stock on the settlement date and (b) the
number of Deferred Stock Units subject to this Award Agreement at the time of settlement. 










	 2.
	 Adjustments and Increases to Reflect Dividends. The number of Deferred Stock Units subject to this Award Agreement may be adjusted pursuant to
Section 8 (“Adjustments”) of the Plan. In addition, the number of Deferred Stock Units subject to this Award Agreement will be increased to the extent dividends are declared on shares of Common Stock, as provided in
Section 6(b) of the Plan. 


  

	 3.
	 Transferability. Unless otherwise determined by the Committee (as defined in the Plan), DSUs may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution. 


 Please refer any questions you may have regarding your DSU Award to [Beth
Owens (614) 249-3544 in the Executive Performance and Rewards department of the Company]. 
 Sincerely,

 Nationwide Financial Services, Inc. 
 [Terri L. Hill] 
 [Executive Vice President- Chief Administrative Officer] 
 Please acknowledge receipt of the Plan and this Award Agreement and your agreement to the terms and conditions thereof, by signing the following
representation: 
  

					
	 Acknowledgement
	 	 	 	 
		
	 By signing a copy of this Award Agreement and returning it to [Beth Owens, Executive Performance and Rewards (1-26-11) of the Company], I acknowledge that I have
received a copy of the Plan, and that I have read and understand the Plan and this Award Agreement and agree to the terms and conditions thereof. I further agree to accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Plan or this Award Agreement.
	 	 
			
	 	 	 	 	 
	 	 	 	 	 
	 [Participant’s Name]
	 	 	 	 


  

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 Please note: Sign and return one copy of this Award Agreement to [Beth Owense 1-26-11 - Executive
Performance and Rewards] and retain one copy for your records. 
  

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