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                                                                   Exhibit 10.35

                           EMPLOYEE LEASING AGREEMENT

         This Agreement is made by and between Nationwide Mutual Insurance
Company ("NMIC") and Nationwide Financial Services, Inc. ("NFS") on behalf of
itself and its subsidiaries (collectively, "NF") as of July 1, 2000.

         WHEREAS, the parties have agreed to lease employees from each other and
allocate the cost of such employees pursuant to the terms of the Cost Sharing
Agreement to which they are parties;

         WHEREAS, the parties desire to further clarify and document their joint
understanding of the terms of such employee leasing arrangement;

         NOW, THEREFORE, the parties agree as follows:

         1.       Definitions.
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                  Lessor means the party which is the primary employer of an
employee whose services are leased to another party pursuant to this agreement,
and which agrees to lease such employee to such other party.

                  Lessee means the party which receives the services of an
employee pursuant to this agreement and which is obligated to compensate the
other party for the services of such employee.

         2        Leasing of Employees.
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                  Each party, when a Lessor, agrees to lease certain employees
who appear on the payroll records of such Lessor or its subsidiaries to the
Lessee to perform services for the Lessee in addition to the services that such
employees perform for the Lessor. The number, identities, positions, duties,
qualifications, experience, education, and skills of such employees shall be as
agreed by the parties from time to time. Such employees may include, but are not
limited to, appointed and elected officers who provide services to both NMIC and
NF.

         2.       Payment.
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         Each party which is a Lessee will, and will cause each of its
subsidiaries which is a Lessee under this Agreement to, pay the Lessor for a
share of the Lessor's costs for salary, benefits and payroll taxes for the
employees leased from a Lessor, based on the allocation of the time of such
employees that the parties may agree upon from time to time. Payment shall be
made at least quarterly, and not later than the last day of the first calendar
month following the end of each calendar quarter. The administrative details of
such payments, such as, but not limited to, time, place and manner, shall be as
agreed upon by the parties, subject to the provisions of the preceding sentence.
The Lessor shall withhold the appropriate taxes from each payment made to the
leased employees and shall remit such taxes in a timely manner to the relevant
taxing authority.


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         3.       Status of Assigned Employees.
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         It is the intent of the parties that the leased employees shall at all
times be treated as employees of the Lessor for tax withholding, payroll,
workers compensation, and benefit plan participation purposes, but that such
employees shall be treated as employees of the Lessee for all other purposes
when providing services to the Lessee. The Lessee shall control the performance
of services by the leased employees on behalf of the Lessee, and may choose at
any time to terminate the services performed by such employees for the Lessee.
The Lessee shall have the exclusive authority to determine the value of the
services performed by the leased employees on behalf of the Lessee and the
compensation, including equity compensation, to be paid to such employees for
such services.

         4. Miscellaneous. Cost allocation methods applied for purposes of this
Agreement shall be completed in accordance with statutory accounting principles.
Expenses shall be allocated and the method of expense apportionment used shall
be consistent with guidance contained in Statement of Statutory Accounting
Principals No. 70, Allocation of Expenses. Each party to this Agreement and the
Ohio Department of Insurance shall have access to all records associated with
this agreement during normal business hours. All amendments to the agreement
shall be submitted to the Ohio Department of Insurance.

         5.       Term.
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         This Agreement may be terminated at any time by either party upon
notice to the other party.

NATIONWIDE MUTUAL INSURANCE COMPANY



By:
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NATIONWIDE FINANCIAL SERVICES, INC.



By:
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