R2009-23 ESTABLISHING DEFERRED COMPENSATION PROGRAM

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� 4. Recognize that through the adoption of the Administrator's Program, all such regulatory, operational, ---- administrative and other Program management responsibilities are assumed by Administrator on behalf of the EMPLOYER, in accordance with the Plan document, and certain responsibilities have been and may be delegated by Employer to Nationwide as Administrator; and 5. Recognize the important contribution of the Administrator's technical expertise in the design, implementation and administration of a Program established and administered in compliance with all applicable regulatory jurisdictions. 6. Recognize the benefits of Administrator's establishment of a functional administrative system on behalf of EMPLOYERS to administer the Program. 7. Enact the necessary resolution/court ord�r to adopt the Administrator's Plan Agreement and to establish its Deferred Compensation Program for its employees. 8. Cause appropriate deductions to be made from such payroll(s)as may be applicable and send the funds representing the total'participant deferrals to Nationwide. 9. Arrange for representatives of Nationwide to conduct enrollment meetings with the Employer's employees. 10. Accept the terms and conditions of the investment media and, if applicable, insurance contracts issued to the EMPLOYER pursuant to the Plan adopted by the Employer; 11. Use the Nationwide Plan document, promotional materials, and other forms provided to it as a participant under the Program in connection with the Nationwide Plan; 12. Select among the payout options available under the Program. 13. Notify Nationwide immediately as to any decrease in a participanYs includible compensation or any increase in any pre-tax salary reduction. 14. Provide to Nationwide in such electronic or magnetic media designated by Nationwide, a deferral listing with respect to participant sutraccounts to include not less than the following: Name of participant Social security number of participant Amount to be credited to participant's sub-account(s) 15. Funds may be sent by wire transfer, through an automated clearinghouse or by check in accordance with written instructions provided by Nationwide. Failure to follow the written instructions provided by Nationwide may result in delay of posting to Participant accounts. 16. Authorize Nationwide to act upon instruction given by Participants pursuant to their personal identification number(PIN), such PINs can be used to obtain certain services as designated by Nationwide. D. Nationwide agrees to: 1. Establish a sub-account for each Participant. 2. Post and credit the amounts sent by EMPLOYER to the sub-account(s)of Participants in accordance with the latest written instructions on file with Nationwide. 7. PARTICIPANT SERVICES Administrator agrees to: -3- M:\Corp12038\020/Nationwide Master Administration Agreement.doc DC-4055-�905(nl]