R2013-23 APPROVING AMENDMENT TO EMPLOYER PARTICIPATION AGREEMENT

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ARTICLE X REMOVAL AND RESIGNATION OF THE TRUSTEE 10.1 Removal or Resignation. The Trustee may resign as trustee under this Agreement at any time by a written instrument delivered to the Administrator giving a ninety day advance notice of such resignation, and may be removed at any time by the Administrator provided the Administrator gives a thirty day advance written notice to the Employers and Unions. Nationwide Trust Company, FSB a division of Nationwide Bank shall automatically resign as Trustee immediately upon termination of Nationwide Retirement Solutions as Administrator. In the case of removal of the Trustee by the Administrator, if Unions representing a majority of Participants and if Employers employing a majority of Participants object to such removal in writing to the Administrator within thirty days after the date of the Administrator's notification mailing, then the removal shall not become effective. If there is no sufficient veto, any notice of removal or resignation of the Trustees shall be effective ninety days after receipt by the Trustee or Administrator, as the case may be, or at such other time as is agreed to by the Administrator and the Trustee. If within ninety days after notice of resignation or removal of the Trustee, the Administrator has not designated a successor Trustee, the Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee. 10.2 Successor Trustee. If a vacancy in the office of trustee of the Trust occurs, the Administrator, subject to the veto right described below, shall appoint a successor Trustee which shall be a bank as defined in section 3(a)(2) of the Securities Act of 1933. The Administrator shall provide thirty days' advance notice to the Employers and Unions that it has designated a successor Trustee. If Unions representing a majority of Participants and if Employers employing a majority of Participants object to the designated successor in writing to the Administrator within thirty days after the date of the Administrator's notification mailing, then the designation shall not become effective. The Administrator shall then seek a different successor. If there is no sufficient objection, the Administrator shall deliver to the Trustee copies of (a) a written instrument executed by the Administrator appointing such successor, and (b) written instrument executed by the successor in which it accepts such appointment. Such instruments shall indicate their effective date. Any such successor trustee shall have all the powers and duties of the original trustee. 10.3 Delivery of Fund. If the Trustee resigns or is removed, it shall deliver any assets of the Fund in its possession to a successor trustee as soon as is reasonably practicable after the settlement of its account at such earlier time as shall be agreed on by the Unions, the Trustee, and the successor trustee. The Trustee may, however, reserve such sum of money as it deems advisable for payment of its fees and expenses in connection with its administration of the Trust or the settlement of its account or for payment of all taxes that may be assessed on or in respect of the Fund or the income thereof for the period before its removal or resignation. The Administrator may require the Trustee to bill the Administrator, rather than withdraw funds from the Trust to satisfy the Trustee's obligations. The Trustee shall pay over to the successor trustee any balance of such reserve remaining after the payment of such fees, expenses, and taxes. The delivery of assets of the Fund to the successor trustee shall not be deemed a waiver by the Trustee of any lien or claim it may have on the Fund for its fees or expenses. When the Fund shall have been transferred and delivered to the successor trustee and the accounts of the Trustee shall have been settled as provided in Article IX hereof, the Trustee shall be released and discharged as to the Participant, Union and all Employers from all further accountability or liability for the Fund and shall not be responsible in any way for the further disposition of the Fund or any part thereof. 10