NATIONWIDE FINANCIAL SERVICES INC/
EXHIBIT 10.33.1
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<TYPE>EX-10.33.1
<SEQUENCE>5
<FILENAME>dex10331.txt
<DESCRIPTION>EXHIBIT 10.33.1
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<PAGE>

                                                                 EXHIBIT 10.33.1
                                                                       8/28/2002

                                    AMENDMENT

     THIS AMENDMENT (the "Amendment") is entered into as of 2002, by and between
Nationwide Financial Services, Inc. (the "Company") and Joseph Gasper (the
"Executive").

     WHEREAS the Company and the Executive have entered into an Employment
Agreement dated as of July 1, 2000 (the "Employment Agreement"), and the parties
now wish to amend the Employment Agreement.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree that the Employment Agreement is amended as follows:

     1. Section 1.1 of the Agreement is hereby amended in its entirety to read
as follows:

        1.1 Employment Term. This Agreement became effective as of July 1, 2000
     and shall continue in effect until June 30, 2005, unless the Agreement is
     terminated sooner in accordance with Section 2 or 3 below. The period
     commencing on the effective date and ending on the date on which the term
     of Executive's employment under the Agreement shall terminate is
     hereinafter referred to as the "Employment Term." If a Change of Control
     (as defined in Section 4) occurs, the Employment Term shall be
     automatically extended to the later of (i) June 30, 2005 or (ii) the date
     that is two years after the Change of Control, unless the Employment Term
     is sooner terminated according to Section 2 or 3 below. The failure of the
     Company to renew this Agreement shall not be considered a termination of
     Executive's employment under this Agreement and shall not give Executive
     grounds to terminate employment for Good Reason (as defined in Section 4)
     under this Agreement.

     2. Section 2.3(b)(vi) is hereby amended to revise the last two sentences to
read as follows:

     The benefits under this subsection (vi) shall be paid in the same forms and
     at the same times as Executive's benefits under the applicable plans
     described above are paid (or would have been paid had Executive's interest
     in the applicable plans been fully vested). The benefits payable under this
     subsection (vi) and subsection (vii) below shall not result in any
     duplication of benefits.

     3. Section 2.3(b)(vii) is amended by revising the last sentence to read as
follows:



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     The benefits under this subsection (vii) shall be paid in the same forms
     and at the same times as Executive's benefits under the applicable Plans
     described above are paid (or would have been paid had Executive's interests
     in the applicable plans been fully vested), as in effect immediately before
     the Termination Date

     4. Section 3.5(b)(vi) is revised by amending the last two sentences to read
as follows:

     The benefits under this subsection (vi) shall be paid in the same forms and
     at the same times as Executive's benefits under the applicable plans
     described above are paid (or would have been paid had Executive's interests
     in the applicable plans been fully vested), as in effect immediately before
     the Change of Control. The benefits under this subsection (vi) and
     subsection (vii) below shall not result in any duplication in benefits.

     5. Section 3.5(b)(vii) is revised by amending the last sentence to read as
follows:

     The benefits under this subsection (vii) shall be paid in the same forms
     and at the same times as Executive's benefits under the applicable plans
     described above are paid (or would have been paid had Executive's interests
     in the applicable plans been fully vested), as in effect immediately before
     the Change of Control.

     6. In all respects not amended, the Employment Agreement is hereby ratified
and confirmed.

     WITNESS the following signatures:



                                    NATIONWIDE FINANCIAL SERVICES, INC.

                                    By:
                                       -----------------------------------------


                                    --------------------------------------------
                                    Joseph Gasper



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