General Agent Agreement

THIS AGREEMENT, effective this 24 day of May, 2001 is made by and among Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company, (collectively, "Nationwide"), and Bernard, Lee & Edwards Securities, Inc. ("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


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


1.Scope. This Agreement shall supersede all prior agreements between Nationwide and General Agent and between NWL and Broker/Dealer. 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 Nationwide's written notice to 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, 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. 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 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 registlations required by state or federal 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.


3. 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.


4. 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 or refuses to submit to supervision of General Agent in accordance with this Agreement or fails to meet the rules and standards imposed by General Agent, 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.


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 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.


5. Sale of Variable Contracts.


a. General Agent agrees that each Agent who sells Variable Contracts will be a registered representative of Broken-Dealer (for purposes of this section, "Registered Representative")with the National Association of Securities Dealers Inc.( the "NASD") before the Agent engages in the offer and sale of Variable Contracts.


Nationwide represents and warrants to Broker/Dealer that all prospectuses and other material, which Nationwide makes available to Broker/Dealer will comply in all respects with any and all applicable federal and state securities laws.


h. Broker/Dealer agrees to allow Registered Representatives to become agent of record for the Variable Contracts in order to make variable contract exchanges for their customers and will provide Nationwide with properly executed, limited Powers of Attorney on a form acceptable to Nationwide.


6. Independent Contractor.


General Agent is free to exercise its own judgment as to the persons from whom it will solicit applications for Contracts as well as the time, manner and place of solicitation, and Nationwide will not unreasonably interfere with its activity or manner of performance under this Agreement as an independent contractor.


Nothing contained in this Agreement shall create, or shall be construed to create, the relationship of an employer and employee between Nationwide and General Agent.


7. Collection of Purchase Payments.


All Contract purchase payments on applications ...