Termination Agreement


 Exhibit 10.1 
 TERMINATION AGREEMENT 
 This Termination Agreement (this “Termination
Agreement”) is entered into effective January 1, 2009 (the “Effective Date”), by and among Nationwide Mutual Insurance Company, an Ohio mutual insurance company (“Nationwide”), Nationwide
Corporation, an Ohio corporation (“NWC”), and Nationwide Financial Services, Inc., a Delaware corporation (“NFS”) (collectively, the “Parties”). 
 RECITALS 
 A. The
Parties entered into that certain Intercompany Agreement dated March 10, 1997, as amended (the “Intercompany Agreement”), in relationship to the issuance of shares of common stock of NFS to the general public. 
 B. The Parties and NWM Merger Sub, Inc., a Delaware corporation wholly-owned by NWC (“Merger Sub”), have entered into
that certain Agreement and Plan of Merger dated August 6, 2008 (the “Merger Agreement”) pursuant to which (i) Merger Sub will merge with and into NFS (the “Merger”) and (ii) as a result of such
merger, NWC will become the owner of all of the issued and outstanding shares of capital stock of NFS. 
 C. As a result of
the Merger, neither Nationwide nor NWC need the protections set forth in the Intercompany Agreement and, as a result, the Parties desire to terminate the Intercompany Agreement effective as of the Closing (as such term is defined in the Merger
Agreement). 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows: 
 AGREEMENT 
 1. Subject to Section 2 below, the Intercompany Agreement shall, effective upon the Closing and without any further action required
on the part of any Party, be terminated in its entirety and be of no further force and effect. Notwithstanding any provision in the Intercompany Agreement to the contrary, upon termination of the Intercompany Agreement pursuant hereto, all further
obligations of the Parties will terminate without further liability of any Party to another. 
 2. This Termination Agreement
shall be effective as of the Closing Date (as such term is defined in the Merger Agreement) and shall be of no force or effect if the Closing does not occur. 
 3. This Termination Agreement shall be governed by and construed under the laws of the State of Ohio, without reference to conflict of laws provisions thereof. 
 4. This Termination Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subject
matter hereof. 






 5. This Termination Agreement shall be binding upon and inure to the benefit of the
Parties and their respective legal representatives, successors and assigns. 
 6. This Termination Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 
 IN WITNESS WHEREOF, the Parties have executed this Termination Agreement on the day and year first above written. 
  

			
	NATIONWIDE MUTUAL INSURANCE COMPANY
		
	By:	 	 /s/    Harry H. Hallowell

		 	Harry H. Hallowell
		 	Senior Vice President and Treasurer
	
	NATIONWIDE CORPORATION
		
	By:	 	 /s/    Harry H. Hallowell

		 	Harry H. Hallowell
		 	Senior Vice President and Treasurer
	
	NATIONWIDE FINANCIAL SERVICES, INC.
		
	By:	 	 /s/    Timothy G. Frommeyer

		 	Timothy G. Frommeyer
		 	Senior Vice President – Chief Financial Officer


  

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