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GROUP FLEXIBLE FUND RETIREMENT CONTRACT ENDORSEMENT Attached to and made a part of this contract (Group Flexible Fund Retirement Contract) by NATIONWIDE LIFE INSURANCE COMPANY ONE NATIONWIDE PLAZA COLUMBUS, OH 43215 WHEREAS, the above-referenced group annuity contract was issued to the Owner ("the Owner") by NATIONWIDE LIFE INSURANCE COMPANY ("the Company") and the Company wishes to modify this contract pursuant to Article VI, Section 6.02, effective December 9,2005 NOW, THEREFORE, the Company hereby modifies the contract as follows: 1.) The term Actuarial Risk Fee is hereby deleted in its entirety from the Contract. The term Variable Account Annual Expense Fee is hereby added to the Contract. All references to Actuarial Risk Fee found throughout the Contract will now reference the Variable Account Annual Expense Fee as described in Section 1.01 of this endorsement. 2.) The term Administrative Charge is hereby deleted in its entirety from the Contract. The term Participant Account Maintenance Charge is hereby added to the Contract. All references to Administrative Charge found throughout the Contract will now reference the Participant Account Maintenance Charge as described in Section 1.02 of this endorsement. 3.) The term Separate Account shall have the same meaning as Variable Account. 4.) The term Series shall have the same meaning as Sub-Account. 5.) The word "Participating" is deleted from the cover page of the Contract and replaced with NON-PARTICIPATING. 6.) The following revisions will be made to the TABLE OF CONTENTS: a) Section 1.01 shall read Variable Account Annual Expense Fee b) Section 1.02 shall read Participant Account Maintenance Charge c) Section 1.16 shall read Allocated Contract d) Section 1.17 shall read Unallocated Contract e) Section 1.18 shall read Initial Transfer f) Section 2.02 shall read Participant Account Maintenance Charge g) Section 6.09 shall read Non-Participating 7.) The following revisions will be made to Article I DEFINITIONS: Section 1.01 Actuarial Risk Fee is hereby deleted in its entirety and replaced with the following: Section 1.01 VARIABLE ACCOUNT ANNUAL EXPENSE FEE. A charge made for various risks assumed by the Company and for the administration of the Variable Account. This charge will not exceed the rate of 0.95% annually of the average variable account value. APO-3681 (4/98) Section 1.02 ADMINISTRATIVE CHARGE is hereby deleted in its entirety and replaced with the following: Section 1.02 PARTICIPANT ACCOUNT MAINTENANCE CHARGE A charge the Company may assess the Participant, at the direction of the Owner, for the administration of the Participant's Account. The annual maximum per Participant Participant Account Maintenance Charge is $0.00. Section 1.16 is hereby added: Section 1.16 ALLOCATED CONTRACT A Contract where individual accounts are maintained by the Company on behalf of each Participant. Section 1.17 is hereby added: Section 1.17 UNALLOCATED CONTRACT A Contract under which a single account is maintained by the Company on behalf of a Plan. Section 1.18 INITIAL TRANSFER The initial amount transferred by the Owner from an investment product offered by a provider other than the Company. An Initial Transfer will be the initial Purchase Payment under a Contract. 8.) The following revisions will be made to Article II CHARGES. Section 2.02 ADMINISTRATIVE CHARGE is hereby deleted in its entirety and replaced with the following: Section 2.02 PARTICIPANT ACCOUNT MAINTENANCE CHARGE The Company will not assess a flat dollar Participant Account Maintenance Charge unless the charge is agreed upon between the Owner and the Company. If a Participant Account Maintenance Charge is assessed, the Company will take the charge from each Participant Account at the beginning of each Participant Account Year for the preceding Participant Account Year, during both the accumulation and annuity periods. The Company will maintain individual records with respect to each Participant and will make a charge for expenses attributable to maintaining such records. The Company will effect such charge by canceling a number of accumulation units at the beginning of each Participant Account Year during both the accumulation and annuity periods, equal in value to the applicable Participant Account Maintenance Charge. If a Participant's Account includes more than one Series, the deduction will be allocated between Series on the basis of relative values at the time the deduction is made. For those Contracts where the Owner has so elected, there will be no charge for transfers among Series. If a Participant Account Maintenance Charge is assessed, the Company will assess the Participant Account Maintenance Charge on the date (other than a Participant Anniversary) that amounts held in respect of a Participant are fully withdrawn from the Separate Account. In such case, the amount of the Participant Account Maintenance Charge will be one-twelfth of the applicable Participant Account Maintenance Charge, multiplied by the number of whole or partial calendar months which have elapsed between the Participant Anniversary (or the Participant Effective Date during the first Participant Account Year) and the date of full withdrawal. For those Plans which provide the Company's Group Flexible Fund Retirement Contract (TSP-556) and the Company's Group Fixed Fund Retirement Contract (TSP-557), the 2 total of the Administration Charge under the Group Fixed Fund Retirement Contract and Participant Account Maintenance Charge under the Group Flexible Fund Retirement Contract assessed shall not exceed the applicable Participant Account Maintenance Charge. Such charge will be allocated between Series of the DCVA and the deposit fund on the basis of the relative values of the Participant's Account at the time the deduction is made. Section 2.06 Variable Account Annual Expense Fee is hereby added: SECTION 2.06 VARIABLE ACCOUNT ANNUAL EXPENSE FEE The Company shall assess a Variable Account Annual Expense Fee to cover the administrative expenses associated with the issuance of this Contract. The fee is computed on a daily basis and is equal to an annual rate of: .55% annually for Funds selected by the Owner from the list of Investor Destination Series; and .55% annually for Funds selected by the Owner from the list of Select Spectrum Series; and .90% annually for Funds selected by the Owner from the list of Passage Series of the daily net asset value of the Variable Account. The total assets of a Plan will be evaluated at least annually, no later than December 31 sl of each calendar year, to determine the Owner's current plan asset level. When the Owner's total plan assets has reached one of the following breakpoints, the Variable Account Annual Expense Fee will be increased or decreased within six months following the evaluation date. The Variable Account Annual Expense Fee will not exceed the maximum fee, based on the Owner's total plan assets as of the evaluation date, as stated below: 3 Owner's Plan Assets (Breakpoints ) Maximum Variable Account Annual Expense Fee Up to $10 million 0.95% annually Greater than $10 million but less than or equal to $25 million 0.90% annually Greater than $25 million but less than or equal to $50 million 0.80% annually Greater than $50 million but less than or equal to $150 million 0.70% annually Greater than $150 0.65% annually This fee is calculated as a percentage of assets and is deducted on each valuation date from amounts held in the Variable Account. The maximum Variable Account Annual Expense Fee may not be applicable to Owners which have received the credit on the Initial Transfer amount in accordance with Section 3.01. 9.) The following revisions will be made to Article III Section 3.01 Purchase Payments, is hereby deleted in its entirety and replaced with the following: Section 3.01 PURCHASE PAYMENTS The Company shall receive purchase payments from the Owner as are made in accordance with the requirements of the Plan. Purchase payments for each Participant must be at least $20 per Participant per month. Payments must be no less frequent than monthly, unless agreed to by the Company. Under specific conditions, when authorized by state insurance law, the Company may credit up to 0% of the Initial Transfer Amount into the Contract. This credit will reimburse for any exit penalty associated with the other investment vehicle provider(s). The Company will recover said credit by reducing servicing agent or broker compensation and/or through increased Variable Account Annual Expense Fees or increased Participant Account Maintenance Charge, not to exceed the annual maximum per Participant charge. 10.) The following revisions will be made to Article VI: Section 6.09 Participating, Dividends is hereby deleted in its entirety and replaced with the following: Section 6.09 NON-PARTICIPATING This Contract is non-participating. It will not share in the surplus of the Company. 11.) In certain instances, this Contract may be issued as an Unallocated Contract. In the event the Owner requests, and is issued, an Unallocated Contract all references to Participants Accounts will mean Contract Value. The Owner will be responsible for furnishing all information which the Company may reasonably require for the administration of an Unallocated Contract. 4 12.) All references to the Progressive Annuity Table will be deleted from the Contract and replaced with the 1983 Table A (Male). The illustrative table of calculation of variable payments is as follows: Secretary 5 /?f..,t L ?A.,,-~ , President TABLE B IllUSTRATIVE TABLE OF CALCULATION OF VARIABLE PAYMENTS RETIREMENT INCOME PAYMENTS ON A LIFE INCOME WITH 10 YEARS CERTAIN UNISEX RATES Adjusted Age 62 Adjusted Age 65 Age 62 Column 2 Age 65 Column 2 Beginning Of Column 1 Annual Premium Column 1 Annual Premium Payment Year Purchase Rate Rate Purchase Rate Rate 1 $223.30 $52.47 $211.93 $54.95 2 218.99 53.18 207.30 55.82 3 214.60 53.92 202.57 56.73 4 210.13 54.67 197.77 57.66 5 205.60 55.43 192.89 58.60 6 201.00 56.20 187.94 59.53 7 196.34 56.97 182.94 60.41 8 191.64 57.72 177.90 61.19 9 186.89 58.41 172.86 61.83 10 182.14 59.00 167.85 62.25 11 177.39 59.80 162.91 62.94 12 172.62 60.85 158.00 63.98 13 167.79 61.90 153.07 65.01 14 162.91 62.94 148.13 66.03 15 158.00 63.98 143.19 67.06 16 153.07 65.01 138.26 68.09 17 148.13 66.03 133.36 69.14 18 143.19 67.06 128.48 70.21 19 138.26 68.09 123.64 71.30 20 133.36 69.14 118.84 72.41 21 128.48 70.21 114.10 73,52 22 123.64 71.31 109.41 74.60 23 118.84 72.41 104.79 75.64 24 114.10 73.52 100.25 76.61 25 109.41 74.60 95.81 77.51 Column 1 is the amount required to provide $1 per month to the Retired Participant. Column 2 is the amount per $1,000 to be transferred to the General Account to provide payments for the payment year. Approved as to form: CITY OF CLEARWATER, FLORIDA By: Attest: ~~-:fL William B. Horne II City Manager