General Agent Agreement

Exhibit 10.5


GENERAL AGENT AGREEMENT


THIS AGREEMENT, effective this 20th day of October, 2000, is made by and among Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, (collectively, "Nationwide") WADDELL & REED, INC. on its own behalf and on behalf of its affiliated Corporate Insurance Agencies (Collectively referred to as "Agency") and ("Broker/Dealer").


Nationwide hereby appoints Broker/Dealer and Agency (collectively, "General Agent") as General Agent with the rights, powers, duties and liabilities set forth herein. General Agent hereby accepts the appointment.


General Agent acknowledges, understands and agrees that although Nationwide Life Insurance Company ("NWL") and Nationwide Life and Annuity Insurance Company ("NWLAIC") are collectively referred to herein as "Nationwide", NWL and NWLAIC are separate corporate entities, and that the rights and obligations of each under this Agreement are to be exclusively determined on the basis of which of the two entities (NWL or NWLAIC) is the issuing company of the product(s) specified in Exhibit A, and being sold pursuant to this Agreement.


Nationwide acknowledges, understands and agrees that although Broker/Dealer and its affiliated Corporate insurance agencies are collectively, referred to herein as "General Agent", Broker/Dealer and each of the Corporate insurance agencies are separate corporate entities, and that the rights and obligations of each under this Agreement are to be exclusively determined on the basis of which of the entities is acting as agent with respect to the product(s) specified in Exhibit A and being sold pursuant to this Agreement.


IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN MADE, THE PARTIES AGREE AS FOLLOWS:


1. SCOPE. This Agreement shall supersede the General Agent Agreement by
and between Nationwide Life Insurance Company, Nationwide Life and
Annuity Insurance Company, and Waddell & Reed, Inc. dated December 6,
1999, and all other prior agreements between the parties, with respect
to the matters addressed herein. All of the insurance or annuity
products sold under this Agreement shall be referred to as "Contract(s)"
except when particular provisions relate solely to variable contracts
required to be registered under the Securities Act of 1933 ("1933 Act")
and/or the Investment Company Act of 1940 ("1940 Act") and such
contracts shall be referred to as "Variable Contracts". The Contracts
which may be sold under this Agreement are listed in the Compensation
Schedules which are included in Exhibit A. These Compensation Schedules
may be amended upon written agreement of Nationwide and General Agent.


In consideration of the services to be performed hereunder, Nationwide
agrees to pay General Agent compensation, in accordance with the
Exhibits to this Agreement, as may be amended from time to time by
mutual written agreement of the parties, based on purchase payments due
and received by Nationwide on Contracts issued upon applications
submitted either directly or through registered representatives and
agents, on or after the date of this Agreement.


2. EXCLUSIVITY. Except as otherwise provided herein, Nationwide will be
the exclusive provider to General Agent of the products specified in
Exhibit B for a period of five- (5) years. During this five- (5) year
period, General Agent will not offer any other competitor's products to
their clients, except as otherwise provided herein. Notwithstanding the
foregoing, this exclusivity provision will not apply to (a) clients
transferring similar investment products from one investment advisor
and/or broker-


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dealer to General Agent, but only to the extent of the transfer itself,
(b) products offered by General Agent's former affiliate, United Investors
Life Insurance Company, (c) additions made by General Agent clients to
products owned prior to the commencement of distribution of like Nationwide
products by General Agent pursuant to this agreement, (d) sales made in
New York prior to the development by Nationwide of replacement products
for sale in New York, and (e) sales made by new General Agent financial
advisors to prospects to which non-Nationwide products were offered prior
to their engagement by General Agent. General Agent will make a good
faith effort to monitor and report these exceptions to ensure that the
principle of overall exclusivity is maintained.


Nationwide will provide sufficient resources to fulfill mutually agreed
upon product feature, support and service level standards. It is
understood and agreed that such exclusivity shall terminate at General
Agent's option if (a) Nationwide fails to meet the agreed upon product
feature, support and service standards and (b) Nationwide experiences a
change of control involving an unaffiliated organization. Nationwide may
also terminate its exclusive relationship with General Agent if General
Agent fails to meet its obligations as set forth herein.


Notwithstanding the foregoing, if General Agent experiences a change of
control involving an unaffiliated organization and such organization
desires for General Agent to sell its products or the products of one or
more of its affiliates ("Acquirer Products"), this exclusivity provision
will not apply to the Acquirer Products. It is understood and agreed
that if such a change of control should occur, and General Agent
commences offering Acquirer Products, General Agent shall use its best
efforts to insure that Nationwide's products receive and maintain an
equitable competitive position in General Agent's distribution system
throughout the exclusive period. For purposes of this provision, an
"equitable competitive position" shall mean, the opportunity for
Nationwide to provide products with substantially similar costs,
features commissions, fund diversification and positioning as the
Acquirer Products. In the event such a change of control occurs and
General Agent commences offering Acquirer Products, the exception from
this exclusivity provision identified in section (b) of the previous
paragraph, regarding a change of control at Nationwide involving an
unaffiliated organization, shall cease to apply.


3. AUTHORITY. Agency and Broker/Dealer are hereby authorized, through
their individual agents ("Agents"), representatives or duly licensed
affiliated agencies who are duly licensed and registered as required by
law, to solicit and procure applications for the Contracts in accordance
with the terms and conditions of this Agreement, and are authorized in
connection therewith:


a. to collect purchase payments on Contracts for which applications
are submitted;


b. when requested and as directed by Nationwide to deliver Contracts
after the terms and conditions governing such delivery are completed,
provided that no such delivery of a Contract shall be deemed to
constitute a warranty by General Agent that such terms and conditions
have been complied with;


c. to perform any other act related to the Contracts that is
authorized in writing by Nationwide and is permissible under the law;
and


d. General Agent will pay all fees required to obtain and/or maintain
any licenses or registrations required by state or federal law for
General Agent and agents of General Agent. Nationwide will pay the
fees in connection with the initial appointment with Nationwide of
agents of General Agent. Any subsequent appointment fees will be the
responsibility of the General Agent or as mutually agreed upon with
Nationwide.


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4. Right to Sell; Regulatory Approvals.


a. General Agent is authorized to sell the Contracts set forth in the
Compensation Schedule (Exhibit A) as now and hereafter attached to
this Agreement. The Compensation Schedule is hereby incorporated by
reference.


b. Except as disclosed to General Agent in writing, Nationwide
represents and warrants that it has the authority to issue
Contracts in the states where the General Agent is authorized to
conduct business. Nationwide agrees to notify General Agent
promptly of any change in such authority.


General Agent agrees that it will solicit applications for
Nationwide only in those states in which such Contracts are
approved.


c. General Agent will not solicit applications in any state unless the
Agent signing the application has been properly licensed by the
appropriate regulatory agency in that state, which may include
registrations as a registered representative of Broker/Dealer if
Variable Contracts are being sold. As a licensed appointee of
Nationwide, General Agent will comply with the statutory and
regulatory obligations related to the solicitation and procurement
of applications for Contracts.


d. If General Agent engages in sales of the Contracts on the premises
of or in cooperation with financial institutions (including banks,
savings and loan institutions, or credit unions), General Agent
shall, as required by applicable law, maintain separation of its
business from the business of such financial institution, including
separation of records. General Agent shall also conduct its
business at all times so as not to lead to confusion between the
business conducted by General Agent and the business conducted by
the financial institution.


The parties to the Agreement hereby agree to abide by, observe, and
otherwise conduct the business contemplated under the Agreement in
a manner consistent with the Guidelines set forth in the
Interagency Statement on Retail Sales of Non-Deposit Investment
Products, issued jointly by the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the
Office of the Comptroller of the Currency, and the Office of Thrift
Supervision on February 15, 1994, or any modifications or
interpretations thereof.


5. AGENT SUPERVISION


a. Before an Agent is permitted to solicit and procure applications
for the Contracts, General Agent and Agent shall have entered into
an agreement pursuant to which such Agent will be appointed as an
agent of General Agent and in which Agent will agree that Agent's
selling activities relating to the Contracts will be under the
supervision and control of General Agent. The Agent's right to
continue to sell the Contracts is subject to Agent's continued
compliance with such agreement.


b. If an Agent fails to meet the rules and standards imposed by
General Agent, General Agent shall take such disciplinary action as
it deems appropriate. If an Agent fails or refuses to submit to
supervision of General Agent in accordance with this Agreement,
General Agent shall immediately notify such Agent that such Agent
is no longer authorized to sell the Contracts and shall take
whatever additional action may be necessary to terminate the sales
activities of such Agent relating to the Contracts including
immediate notification to Nationwide of such termination.


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c. In the event that General Agent regards itself as exempt from the
licensing requirements of a state insurance authority, then General
Agent hereby warrants and guarantees that it shall exercise
supervisory control over the training and conduct of its Agents in
a manner consistent with state insurance requirements with respect
to fair, accurate and good faith representations of product
information in the solicitation process, with due regard to the
financial status of individual consumers and the appropriateness of
the Contract as an investment for such individual consumers. Any
intentional or negligent failure in this regard, by any Agent of
General Agent, shall require General Agent to immediately terminate
such Agent's ability to sell the Contracts and to notify Nationwide
of such termination. In addition, General Agent will ensure that
its Agents comply with all applicable state insurance requirements
and have obtained and maintain any security licenses required by
the state insurance authorities.


6. SALE OF VARIABLE CONTRACTS.


a. General Agent agrees that each Agent who sells Variable Contracts
will be a registered representative of Broker/Dealer (for purposes
of this section, "Registered Representative") with the National
Association of Securities Dealers Inc. (the "NDAS") before the
Agent engages into the offer and sale of Variable Contracts.
Broker/Dealer shall certify the status of each Registered
Representative's qualifications to Nationwide's satisfaction and
shall notify Nationwide if any such person ceases to be a
Registered Representative of Broker/Dealer.


b. Broker/Dealer shall have full responsibility for the training and
supervision of the Registered Representatives that offer and sell
the Variable Contracts. This training shall include training in the
sale of variable contracts. All Registered Representatives shall be
subject to the control of Broker/Dealer in connection with the
offer and sale of such Variable Contracts.


c. Broker/Dealer will fully comply with the requirements of the NASD,
the Securities Exchange Act of 1934, and all other applicable
federal or state laws and will establish such rules and procedures
as may be necessary to cause diligent supervision of the securities
activities of the ...