UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 522, 2010 (~~January~~February 116, 2010)

LOGO

NATIONWIDE FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-12785	31-1486870
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One Nationwide Plaza, Columbus, Ohio		43215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 249-7111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e) –- ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Effective~~On ~~January~~February 116, 2010, the human resources committee of the board of directors of Nationwide Mutual Insurance Company (NMIC), the ultimate parent ~~corporation~~company of Nationwide Financial Services, Inc. (NFS), ~~entered~~took ~~into~~the anactions ~~Executive~~outlined ~~Severance~~below ~~Agreement~~ with ~~Mark~~respect R.to ~~Thresher~~compensation for our principal executive officer, principal financial officer, and each of our ~~former~~other ~~president~~executive officers named in NFS’ annual report on Form 10-K for the year ended December 31, 2008, which we filed on March 2, 2009. Amounts disclosed as 2009 severance payments for Mr. Jurgensen and ~~chief~~2010 ~~operating~~salary ~~officer~~for Mr. Thresher ~~This~~represent ~~agreement~~the ~~replaces~~portions of their compensation allocated to NFS under the ~~Executive~~Amended ~~Severance~~and Restated Cost Sharing Agreement ~~between~~(the ~~NFS~~Cost Sharing Agreement) among NMIC and its subsidiaries and affiliates, including NFS. Effective February 19, 2009, Mr. ~~Thresher~~Jurgensen ~~dated~~resigned his position as ofour ~~January~~Chief Executive Officer. At that time, Mr. 1Thresher became our principal executive officer. On December 18, 2009, Mr. Thresher became ~~2008~~Executive Vice President—Chief Financial Officer of the Nationwide enterprise, and Kirt A. Walker replaced Mr. Thresher as our principal executive officer.

~~The~~W.G. ~~Executive~~Jurgensen, ~~Severance~~Chief ~~Agreement~~Executive ~~made~~Officer ~~the~~(through ~~following substantive changes to Mr.~~February ~~Thresher’s~~19, ~~previous agreement:~~2009)

¡• ~~Notice~~Base ofsalary ~~Termination~~for ~~without Cause~~2010: ~~The~~None ~~notice~~(On ~~period~~February ~~for~~19, a2009, ~~termination~~Mr. ofJurgensen ~~employment~~resigned ~~without~~his ~~cause~~positions ~~was~~with ~~shortened~~NFS, ~~from~~NMIC, 60and ~~days~~all toother 30Nationwide ~~days.~~companies)

¡• ~~Severance~~Performance ~~Amount:~~Incentive ~~Severance~~Plan ~~payments~~(PIP) ~~attributable~~bonus topaid ~~incentive~~for ~~plans were changed as follows~~2009: None

–• ~~Annual~~Severance ~~Bonus~~payment*: ~~The severance amount will include a payment equal to two times annual bonus~~$2, ~~to be calculated as the greater of (a) the bonus for the year of termination based on actual performance or (b) the target bonus in effect for the year of termination.~~866,998

–*Represents ~~Long~~the ~~Term~~following ~~Incentive~~payments ~~Award:~~made ~~The~~pursuant to Mr. Jurgensen’s severance ~~amount~~agreement, ~~will~~and ~~include~~allocated ato ~~payment~~us ~~equal~~pursuant to the ~~target~~Cost ~~long~~Sharing Agreement, as follows: three times allocated base salary; reimbursement for three years of COBRA payments and tax gross-~~term~~ups; ~~incentive~~Nationwide ~~award~~Savings ~~opportunity~~Plan and Nationwide Supplemental Defined Contribution Plan credits for ~~the~~2009 ~~year~~to 2011; cash in lieu of ~~termination~~outplacement; cash for financial planning services; a guaranteed target amount under the PIP; and a cash payment equal to two times his long-term incentive target.

¡Timothy ~~Transition Services: Instead of separate payments for financial counseling and outplacement assistance~~G. Frommeyer, ~~Mr.~~Senior ~~Thresher~~Vice ~~will~~President—Chief ~~receive~~Financial aOfficer ~~one time payment of $10,000 to cover transition expenses.~~

~~Item 9.01~~• –Base ~~Financial~~salary ~~Statements~~for ~~and~~2010: ~~Exhibits~~ $315,000

(c)		Exhibits.
		Exhibit 10.1		Executive Severance Agreement between NMIC and Mark R. Thresher, dated January 1, 2010.

•

PIP bonus paid for 2009: $275,000

•

PIP bonus opportunity for 2010: target of 65% of base salary

Mark R. Thresher, President and Chief Operating Officer (through December 18, 2009)

•

Base salary for 2010: $133,250

•

PIP bonus paid for 2009: $859,950

•

PIP bonus opportunity for 2010: target of 100% of base salary

John L. Carter, Senior Vice President—Distribution and Sales

•

Base salary for 2010: $342,000

•

Sales Incentive Plan (SIP) bonus paid for 2009: $465,244

•

SIP bonus opportunity for 2010: target of 100% of base salary

Michael A. Hamilton, Senior Vice President—NFN Retail Distribution (through December 31, 2009)

•

Base salary for 2010: None (Mr. Hamilton resigned from his position with NFS effective December 31, 2009)

•

SIP bonus paid for 2009: $145,778

Bonus Paid for 2009

In 2009, we used annual incentive plans to provide a substantial portion of our named executive officers’ total compensation in the form of at-risk pay, which promoted our pay-for-performance philosophy. These plans provide participants with direct financial rewards in the form of annual incentives that the participants earn subject to the achievement of key financial and strategic objectives.

In 2009, the NMIC human resources committee, which is a committee of the NMIC board of directors, set specific company performance measures; goals for threshold, plan, and outstanding results; and weightings for each measurement area under each annual incentive plan in which the named executive officers participate. The NMIC human resources committee approved a target incentive award opportunity as a percentage of base salary for each participant. The NMIC human resources committee approved all payments made under these plans. We base award opportunities on our executive officers’ responsibilities, their value to us, and the target incentive opportunities for executive officers in similar positions at companies reported in our competitive market data.

The 2009 objectives under the PIP for Mr. Thresher focused on three measures: consolidated net operating income, weighted 50%, NFS net flows, weighted 25%, and a customer enthusiasm index, weighted 25%.

The 2009 objectives under the PIP for Mr. Frommeyer focused on four measures: consolidated net operating income, weighted 50%, NFS net flows, weighted 10%, a customer enthusiasm index, weighted 25%, and property and casualty direct-written premium growth, weighted 15%.

The 2009 objectives under the SIP for Mr. Carter were non-affiliated channel goals, weighted 57%, business segment goals, weighted 28%, enterprise consolidated net operating income, weighted 7.5%, a customer enthusiasm index, weighted 3.75%, and NFS net flows, weighted 3.75%.

The 2009 performance criteria and weights for Mr. Hamilton were as follows: Nationwide Financial Network affiliated sales goals, weighted 76.5%, business segment goals, weighted 8.5%, enterprise consolidated net operating income, weighted 7.5%, a customer enthusiasm index, weighted 3.75%, and NFS net flows, weighted 3.75%.

Bonus Opportunity for 2010

The bonus opportunities for 2010 performance under the PIP for Messrs. Thresher and Frommeyer will be dependent on consolidated net operating income, weighted 50%, a customer enthusiasm index, weighted 25%, property and casualty direct-written premium growth, weighted 7.5%, property and casualty household retained rate, weighted 7.5%, NFS sales, weighted 5%, and NFS weighted lapse rate, weighted 5%. The bonus opportunities for 2010 performance under the SIP for Mr. Carter will be dependent on business segment sales results, weighted 85%, consolidated net operating income, weighted 7.5%, a customer enthusiasm index, weighted 3.75%, NFS sales, weighted 1.875%, and NFS weighted lapse rate, weighted 1.875%.

The amounts reported above as severance paid for Mr. Jurgensen, the 2010 base salary and bonus opportunity for Mr. Thresher, and the 2010 bonus opportunity for Mr. Frommeyer, represent the portion of compensation received by or to be paid to Messrs. Jurgensen, Thresher, and Frommeyer for services rendered to NFS and its subsidiaries and as allocated pursuant to the Cost Sharing Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONWIDE FINANCIAL SERVICES, INC.(Registrant)
		NATIONWIDE FINANCIAL SERVICES, INC.
Date: January 5, 2010	/s/ Timothy G. Frommeyer
		(Registrant)
	Timothy G. Frommeyer Senior Vice President – Chief Financial Officer
Date: February 22, 2010		/s/ Timothy G. Frommeyer
		Timothy G. Frommeyer Senior Vice President—Chief Financial Officer

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