Fourth Amended and Restated Nationwide Financial Services, Inc. 1996 Long-Term Equity Compensation Plan

Exhibit 10.9

Fourth Amended and Restated

Nationwide Financial Services, Inc.

1996 Long-Term Equity Compensation Plan

January 1, 2008

Final to Board

Contents

Final to Board

Third Amended and Restated

Nationwide Financial Services, Inc. 1996 Long-Term Equity

Compensation Plan

Article 1. Establishment, Objectives, and Duration

1.1. Establishment of the Plan . Nationwide Financial Services, Inc., a Delaware corporation (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as the “Nationwide Financial Services, Inc. 1996 Long-Term Equity Compensation Plan” (hereinafter referred to as the “Plan”), as set forth in this document and individual award agreements setting forth certain terms and conditions applicable to awards granted under the Plan. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares, Performance Units and NVA Target Award Opportunities.

The Plan first became effective on December 11, 1996 (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.

1.2. Objectives of the Plan . The objectives of the Plan are to optimize the profitability and growth of the Company through incentives which are consistent with the Company’s goals and which link the personal interests of Participants to those of the Company’s shareholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among Participants.

The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success and to allow Participants to share in the success of the Company.

1.3. Duration of the Plan . The Plan commenced on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article 16 hereof, until all Shares subject to it shall have been purchased or acquired according to the Plan’s provisions. However, in no event may an Award of Incentive Stock Options be granted under the Plan on or after February 27, 2012.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

2.1. “Affiliate” means Nationwide Mutual Insurance Company and Nationwide Corporation.

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2.2. “Agent” means a person duly licensed in accordance with applicable state insurance laws and under contract to sell insurance for the Company or an Affiliate, as an independent contractor or an employee of a corporation licensed to sell insurance offered by such an insurance company, or as a staff member of either such an independent contractor or licensed corporation.

2.3. “Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Shares, Performance Units or NVA Target Award Opportunities.

2.4. “Award Agreement” means an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to Awards granted under the Plan.

2.5. “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.6. “Board” or “Board of Directors” means the Board of Directors of the Company.

2.7. “Change in Control” will be deemed to have occurred as of the first day any one (1) or more of the following paragraphs shall have been satisfied:

2.8. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.9. “Committee” means the Compensation Committee of the Board, as specified in Article 3 herein, or such other Committee appointed by the Board to administer the Plan with respect to grants of Awards.

2.10. “Company” means Nationwide Financial Services, Inc., a Delaware corporation, including any and all of its Subsidiaries, and any successor thereto as provided in Article 19 herein.

2.11. “Director” means any individual who is a member of the Board of Directors of the Company or an Affiliate.

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2.12. “Disability” shall have the meaning ascribed to such term in the Your Time and Disability Income Plan maintained by Nationwide Mutual Insurance Company or any successor plan thereto, or if no such plan exists, at the discretion of the Committee.

2.13. “Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.

2.14. “Employee” means any employee of the Company or an Affiliate.

2.15. “Enterprise” means Nationwide Mutual Insurance Company, Nationwide Mutual Fire Insurance Company, Farmland Mutual Insurance Company and their Subsidiaries.

2.16. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.17. “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.18. “Fair Market Value” shall be equal to the closing sale price of a Share on the principal securities exchange on which the Shares are traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported.

2.19. “Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7 herein.

2.20. “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 herein and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Code Section 422.

2.21. “Named Executive Officer” means a Participant who is one of the group of “covered employees,” as defined in the regulations promulgated under Code Section 162(m).

2.22. “NVA Target Award Opportunity” means an Award granted to a Participant, as described in Article 10 herein, that provides the Participant an opportunity to earn amounts during a Performance Period if certain pre-established performance goals (relating to economic value added and adjusted net income after capital charge of the Enterprise) are achieved.

2.23. “Non-Employee Director” shall have the meaning ascribed to such term in Rule 16b-3 of the Exchange Act.

2.24. “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 herein and which is not intended to meet the requirements of Code Section 422.

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2.25. “NVA Award Bank” means the bookkeeping account maintained for a Participant who has an NVA Target Award Opportunity, as described in Section 10.3 herein.

2.26. “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein.

2.27. “Participant” means a current or former Employee, Director or Agent who has outstanding an Award granted under the Plan.

2.28. “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

2.29. “Performance Period” means the period during which a performance measure must be met.

2.30. “Performance Share” means an Award granted to a Participant, as described in Article 9 herein.

2.31. “Performance Unit” means an Award granted to a Participant, as described in Article 9 herein.

2.32. “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance measures, or upon the occurrence of other events as determined by the Committee, at its discretion), and the Shares are subject to a substantial risk of forfeiture, as provided in Article 8 herein.

2.33. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

2.34. “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.

2.35. “Shares” means the shares of Class A Common Stock of the Company, par value $0.01 per share.

2.36. “Stock Appreciation Right” or “SAR” means an Award granted to a Participant, either alone or in connection with a related Option, as described in Article 7 herein.

2.37. “Subsidiary” means any corporation in which an organization owns directly, or indirectly through subsidiaries, at least twenty-five percent (25%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the organization owns at least twenty-five percent (25%) of the combined equity thereof.

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2.38. “Tandem SAR” means an SAR that is granted in connection with a related Option, as described in Article 7 herein.

2.39. “Termination of Employment” means a separation of service from Nationwide and any company in the same controlled group of companies.

Article 3. Administration

3.1. The Committee. The Plan shall be administered by the Compensation Committee of the Board, or by any other Committee appointed by the Board. The members of the Committee shall be Non-Employee Directors and shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors.

3.2. Authority of the Committee . Except as limited by law or by the Restated Certificate of Incorporation or Bylaws of the Company, and subject to the provisions herein, the Committee shall have full power to select Employees, Directors and Agents who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 16 herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authority as identified herein.

3.3. Reduction or Elimination of Award . In determining the actual payment to be made to any Participant pursuant to an Award, the Committee may exercise discretion to reduce or eliminate the Award from the dollar amount that was determined based on the attainment of the Performance Goals. The Plan Administrator may base such suspension or change on any criteria the Plan Administrator may determine in its sole discretion including, but not limited to, the Participant’s Misconduct in any current or prior Performance Period. “Misconduct” includes, but is not limited to, violation of any provision of the Company’s Code of Ethics and Business Practices, the Company’s Human Resources Policy Guide, or behavior inconsistent with the Company’s Values.

3.4. Decisions Binding . All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its shareholders, Directors, Employees, Agents, Participants, and their estates and beneficiaries.

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Article 4. Shares Subject to the Plan and Maximum Awards

4.1. Number of Shares Available for Grants . Subject to adjustment as provided in Section 4.2 herein, the maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be twenty million one hundred thousand (20,100,000). In the event any Award under the Plan is not settled in Shares or is forfeited, expires or is canceled without delivery of Shares, the Shares subject to such Award shall again be available for delivery under the Plan.

With respect to Awards and any related dividends or dividend equivalents intended to qualify for the Performance-Based Exception, the following rules shall apply:

4.2. Adjustments in Authorized Shares . In the event of any change in corporate capitalization (such as a stock split or reverse stock split), any corporate transaction, such as a merger, consolidation, separation (including a spin-off, or other

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distribution of stock or property of the Company), reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or share exchange, any partial or complete liquidation of the Company or any other event for which the Committee determines an adjustment is appropriate, such adjustment shall be made in the kind of shares that may be delivered under the Plan, the number of Shares that may be delivered under Section 4.1, the number, kind and/or price of Shares subject to outstanding Awards granted under the Plan, the Award limits set forth in subsections 4.1(a) through 4.1(f) and the terms of Awards, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

Article 5. Eligibility and Participation

5.1. Eligibility . Persons eligible to participate in the Plan include all Employees, including Employees who are members of the Board, all Directors and all Agents.

5.2. Actual Participation . Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Agents, those to whom Awards shall be granted and shall determine the nature and amount of each Award.

Article 6. Options

6.1. Grant of Options . Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

6.2. Award Agreement . Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.

6.3. Exercise Price . The Exercise Price for each grant of an Option under the Plan shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

6.4. Duration of Options . Each Option granted to a Participant shall expire at such time as the C