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364-Day Credit Agreement
364-Day Credit Agreement (226K)
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364-DAY CREDIT AGREEMENT
DATED AS OF MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC.
AND
CITIGROUP GLOBAL . . .
293538
|
NFS
As referenced in this 364-Day Credit Agreement:
NATIONWIDE FINANCIAL SERVICES, INC – AGREEMENT
Exhibit 10.1
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC .,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA,
_____________
Nationwide Financial Services, Inc – DAY CREDIT AGREEMENT
This 364-Day Agreement, dated as of May 17, 2004, is among Nationwide Mutual Insurance Company, Nationwide Life Insurance Company, Nationwide Financial Services, Inc ., the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto
_____________
Nationwide Financial Services, Inc – Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).
- 11 -
NFS means Nationwide Financial Services, Inc ., a Delaware corporation.
Non-U.S. Lender is defined in Section 3.5(d).
Notes means, collectively, all of the Competitive Bid
_____________
NATIONWIDE FINANCIAL SERVICES, INC – Treasurer
One Nationwide Plaza 1-32-06
Columbus, Ohio 43215-2220
Attention: Carol L. Dove
Telephone: (614) 249-6963
FAX: (614) 249-2739
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Carol L. Dove
Title:
Vice President Assistant Treasurer
One Nationwide Plaza 1-32-06
Columbus, Ohio 43215-2220
Attention: Carol L.
_____________
Nationwide Financial Services, Inc – Institution Distributors Insurance Agency, Inc. of Massachusetts
Nationwide Financial Services (Bermuda) Ltd.
Nationwide Financial Services Capital Trust
Nationwide Financial Services Capital Trust II
Nationwide Financial Services, Inc .
Nationwide Financial Sp. z o.o
Nationwide Foundation
Nationwide General Insurance Company
Nationwide Global Finance, LLC
Nationwide Global Funds
Nationwide Global Holdings,
_____________
dt 252425
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V., – COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC
_____________
ABN AMRO BANK N.V., – 364-DAY CREDIT AGREEMENT]
CITICORP USA, INC., as Syndication Agent and as a Lender
By:
Title:
S-3
[TO 364-DAY CREDIT AGREEMENT]
ABN AMRO BANK N.V., as Documentation Agent and as a Lender
By:
Title:
By:
Title:
S-4
[TO 364-DAY CREDIT AGREEMENT]
BANK OF AMERICA, N.
_____________
ABN AMRO Bank N.V.
– the lower of the two levels.
SCHEDULE I
COMMITMENTS
Lender
Commitment
Bank One, NA
28,500,000
Citicorp USA, Inc.
28,500,000
ABN AMRO Bank N.V.
23,100,000
Bank of America, N.A.
23,100,000
KeyBank National Association
23,100,000
The Bank of New York
_____________
dt 237712
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC .,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
_____________
CITICORP USA, INC – 0085
Chicago, Illinois 60670
Attention: Cynthia W. Priest
Telephone: (312) 732-9565
FAX: (312) 732-4033
S-2
[TO 364-DAY CREDIT AGREEMENT]
CITICORP USA, INC ., as Syndication Agent and as a Lender
By:
Title:
S-3
[TO 364-DAY CREDIT AGREEMENT]
ABN AMRO BANK N.V., as
_____________
Citicorp USA, Inc – level which is one level above the lower of the two levels.
SCHEDULE I
COMMITMENTS
Lender
Commitment
Bank One, NA
28,500,000
Citicorp USA, Inc .
28,500,000
ABN AMRO Bank N.V.
23,100,000
Bank of America, N.A.
23,100,000
KeyBank National Association
_____________
dt 247948
;
|
 Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC .
AND
CITIGROUP GLOBAL MARKETS INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
TABLE OF CONTENTS
Section
Page
ARTICLE I DEFINITIONS
1
_____________
Banc One Capital Markets, Inc – Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.
BOCM means Banc One Capital Markets, Inc .
Borrowers means, collectively, Nationwide Mutual, Nationwide Life and NFS, and their respective successors and assigns.
Borrowing Date means a date on which
_____________
dt 252660
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, N.A. – NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A. ,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC.
AND
_____________
BANK OF AMERICA, N.A. – ABN AMRO BANK N.V., as Documentation Agent and as a Lender
By:
Title:
By:
Title:
S-4
[TO 364-DAY CREDIT AGREEMENT]
BANK OF AMERICA, N.A. , as Documentation Agent and as a Lender
By:
Title:
S-5
[TO 364-DAY CREDIT AGREEMENT]
KEYBANK NATIONAL ASSOCIATION, as Documentation Agent
_____________
Bank of America, N.A. – COMMITMENTS
Lender
Commitment
Bank One, NA
28,500,000
Citicorp USA, Inc.
28,500,000
ABN AMRO Bank N.V.
23,100,000
Bank of America, N.A.
23,100,000
KeyBank National Association
23,100,000
The Bank of New York
23,100,000
Wachovia Bank, National Association
23,
_____________
dt 235321
;
More... |
Preview
Full Doc
| 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (257K)
Doc #293664: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 25, 2000
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA
AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA, INC.,
AS CO-DOCUMENTATION AGENTS,
AND
BANC ONE CAPITAL MARKETS, INC.
AS LEAD ARRANGER AND SOLE BOOK RUNNER
================================================================================
{PAGE} 2
TABLE OF CONTENTS
SECTION PAGE
------- ----
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................16
2.1 The Facility.............................................................................................16
2.2 Ratable Advances.........................................................................................17
2.3 Competitive Bid Advances.................................................................................19
2.4 Method of Borrowing......................................................................................22
2.5 Commitment Fee; Reduction and Increase of Aggregate Commitment...........................................23
2.6 Minimum Amount of Each Ratable Advance; Minimum Amount of
Fixed Rate Advances..............................................................................24
2.7 Optional Principal Payments..............................................................................24
2.8 Changes in Interest Rate, etc............................................................................24
2.9 Rates Applicable After Default...........................................................................25
2.10 Method of Payment........................................................................................25
2.11 Noteless Agreement; Evidence of Indebtedness.............................................................25
2.12 Telephonic Notices.......................................................................................26
2.13 Interest Payment Dates; Interest and Fee Basis...........................................................26
2.14 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions..........................27
2.15 Lending Installations....................................................................................27
2.16 Non-Receipt of Funds by the Agent........................................................................27
2.17 Extension of Facility Termination Date...................................................................27
ARTICLE III YIELD PROTECTION; TAXES.............................................................................28
3.1 Yield Protection.........................................................................................28
3.2 Changes in Capital Adequacy Regulations..................................................................29
3.3 Availability of Types of Advances........................................................................30
3.4 Funding Indemnification..................................................................................30
3.5 Taxes....................................................................................................30
3.6 Lender Statements; Survival of Indemnity.................................................................32
ARTICLE IV CONDITIONS PRECEDENT.................................................................................33
4.1 Initial Advance..........................................................................................33
4.2 Each Advance.............................................................................................34
ARTICLE V REPRESENTATIONS AND WARRANTIES........................................................................35
5.1 Existence and Standing...................................................................................35
5.2 Authorization and Validity...............................................................................35
5.3 No Conflict; Government Consent..........................................................................36
5.4 Financial Statements.....................................................................................36
5.5 Material Adverse Change..................................................................................37
{/TABLE}
{PAGE} 3
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
{TABLE}
{S} {C}
5.6 Taxes....................................................................................................37
5.7 Litigation and Contingent Obligations....................................................................37
5.8 Subsidiaries.............................................................................................38
5.9 ERISA....................................................................................................38
5.10 Accuracy of Information..................................................................................38
5.11 Regulation U.............................................................................................38
5.12 Material Agreements......................................................................................38
5.13 Compliance With Laws.....................................................................................38
5.14 Plan Assets; Prohibited Transactions.....................................................................39
5.15 Environmental Matters....................................................................................39
5.16 Investment Company Act...................................................................................39
5.17 Public Utility Holding Company Act.......................................................................39
5.18 Defaults.................................................................................................39
5.19 Insurance Licenses.......................................................................................39
ARTICLE VI COVENANTS............................................................................................40
6.1 Financial Reporting......................................................................................40
6.2 Use of Proceeds..........................................................................................42
6.3 Notice of Default........................................................................................42
6.4 Conduct of Business......................................................................................42
6.5 Taxes....................................................................................................43
6.6 Insurance................................................................................................43
6.7 Compliance with Laws.....................................................................................43
6.8 Maintenance of Properties................................................................................43
6.9 Inspection...............................................................................................43
6.10 Merger...................................................................................................44
6.11 Sale of Assets...........................................................................................44
6.12 Liens....................................................................................................44
6.13 Affiliates...............................................................................................46
6.14 ERISA Compliance.........................................................................................46
6.15 Financial Covenants......................................................................................47
ARTICLE VII DEFAULTS............................................................................................48
7.1 Representation or Warranty...............................................................................48
7.2 Non-Payment of Obligations...............................................................................48
7.3 Specific Defaults........................................................................................48
7.4 Other Defaults...........................................................................................48
7.5 Cross-Default............................................................................................48
7.6 Voluntary Proceedings....................................................................................49
7.7 Involuntary Proceedings..................................................................................49
7.8 Condemnation.............................................................................................49
7.9 Judgments................................................................................................49
{/TABLE}
{PAGE} 4
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
{TABLE}
{S} {C}
7.10 Change in Control........................................................................................49
7.11 Rate Management Obligation...............................................................................49
7.12 License..................................................................................................50
7.13 Violation of Insurance Laws..............................................................................50
7.14 Directive or Mandate.....................................................................................50
7.15 Cross-Default With Respect to Other Borrowers............................................................50
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................50
8.1 Acceleration.............................................................................................50
8.2 Amendments...............................................................................................51
8.3 Preservation of Rights...................................................................................52
ARTICLE IX GENERAL PROVISIONS...................................................................................52
9.1 Survival of Representations..............................................................................52
9.2 Governmental Regulation..................................................................................52
9.3 Headings.................................................................................................52
9.4 Entire Agreement.........................................................................................52
9.5 Several Obligations; Benefits of this Agreement..........................................................52
9.6 Expenses; Indemnification................................................................................53
9.7 Numbers of Documents.....................................................................................53
9.8 Accounting...............................................................................................53
9.9 Severability of Provisions...............................................................................53
9.10 Nonliability of Lenders..................................................................................54
9.11 Confidentiality..........................................................................................54
9.12 Nonreliance..............................................................................................54
9.13 Disclosure...............................................................................................54
ARTICLE X THE AGENT.............................................................................................55
10.1 Appointment; Nature of Relationship.....................................................................55
10.2 Powers..................................................................................................55
10.3 General Immunity........................................................................................55
10.4 No Responsibility for Loans, Recitals, etc..............................................................55
10.5 Action on Instructions of Lenders.......................................................................56
10.6 Employment of Agents and Counsel........................................................................56
10.7 Reliance on Documents; Counsel..........................................................................56
10.8 Agent's Reimbursement and Indemnification...............................................................56
10.9 Notice of Default.......................................................................................57
10.10 Rights as a Lender......................................................................................57
10.11 Lender Credit Decision..................................................................................57
10.12 Successor Agent.........................................................................................57
10.13 Agent and Arranger Fees.................................................................................58
10.14 Delegation to Affiliates................................................................................58
{/TABLE}
{PAGE} 5
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
{TABLE}
{S} {C}
10.15 Co-Agents, Documentation Agent, Syndication Agent, etc..................................................58
ARTICLE XI SETOFF; RATABLE PAYMENTS.............................................................................59
11.1 Setoff..................................................................................................59
11.2 Ratable Payments........................................................................................59
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................59
12.1 Successors and Assigns..................................................................................59
12.2 Participations..........................................................................................60
12.3 Assignments.............................................................................................61
12.4 Dissemination of Information............................................................................61
12.5 Tax Treatment...........................................................................................62
ARTICLE XIII NOTICES............................................................................................63
13.1 Notices.................................................................................................63
13.2 Change of Address.......................................................................................63
ARTICLE XIV COUNTERPARTS........................................................................................63
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........................................64
15.1 CHOICE OF LAW...........................................................................................64
15.2 CONSENT TO JURISDICTION.................................................................................64
15.3 WAIVER OF JURY TRIAL....................................................................................64
{/TABLE}
{PAGE} 6
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
SCHEDULES
Pricing Schedule
Schedule 1 Commitments
Schedule 5.08 Subsidiaries
Schedule 6.12 Liens
EXHIBITS
Exhibit A-1 Ratable Note
Exhibit A-2 Competitive Bid Note
Exhibit B Compliance Certificate
Exhibit C Assignment and Acceptance
Exhibit D Wire Money Transfer Instructions
Exhibit E Competitive Bid Quote
Exhibit F Competitive Bid Quote Request
Exhibit G Invitation for Competitive Bid Quotes
{PAGE} 7
364-DAY CREDIT AGREEMENT
This Agreement, dated as of May 25, 2000, is among Nationwide Mutual
Insurance Company, Nationwide Life Insurance Company, Nationwide Financial
Services, Inc., the Lenders and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Agent. The parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
-----------
As used in this Agreement:
"ABR Advance" means an Advance which, except as otherwise provided in
SECTION 2.9, bears interest at the Alternate Base Rate.
"ABR Loan" means a Loan which, except as otherwise provided in SECTION
2.9, bears interest at the Alternate Base Rate.
"Absolute Rate" means, with respect to an Absolute Rate Loan made by a
given Lender for the relevant Absolute Rate Interest Period, the rate of
interest per annum (rounded to the nearest 1/100 of 1%) offered by such Lender
and accepted by the Requesting Borrower pursuant to SECTION 2.3.
"Absolute Rate Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Absolute Rate Loans made by some or all of the
Lenders to the Requesting Borrower at the same time and for the same Absolute
Rate Interest Period.
"Absolute Rate Auction" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates pursuant to SECTION 2.3.
"Absolute Rate Interest Period" means, with respect to an Absolute Rate
Advance, a period of not less than 1 and not more than 270 days commencing on a
Business Day selected by the Requesting Borrower pursuant to this Agreement. If
such Absolute Rate Interest Period would end on a day which is not a Business
Day, such Absolute Rate Interest Period shall end on the next succeeding
Business Day.
"Absolute Rate Loan" means a Loan which bears interest at an Absolute
Rate.
"Advance" means a Ratable Advance or a Competitive Bid Advance.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control
{PAGE} 8
another Person if the controlling Person owns 10% or more of any class of voting
securities (or other ownership interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.
"Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to ARTICLE X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to ARTICLE X.
"Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.
"Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.
"Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4(c);
PROVIDED, HOWEVER, that for the purposes of all computations required to be made
with respect to compliance by any Borrower with SECTION 6.15, such term shall
mean generally accepted accounting principles (excluding where SAP is
applicable) as in effect on the date hereof, applied in a manner consistent with
those used in preparing the financial statements referred to in SECTION 5.4.
"Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day or (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.
"AMH" means Asset Management Holdings plc, which indirectly owns 100%
of the capital stock of Gartmore Investment Management plc.
"AMH Acquisition" means the acquisition by Nationwide Mutual or one of
its Subsidiaries of all or substantially all of the assets of AMH.
"Annual Statement" means the annual statutory financial statement of
any Insurance Company required to be filed with the insurance commissioner (or
similar authority) of its jurisdiction of incorporation, which statement shall
be in the form required by such Insurance Company's jurisdiction of
incorporation or, if no specific form is so required, in the form of financial
statements permitted by such insurance commissioner (or such similar authority)
to be used for filing annual statutory financial statements and shall contain
the type of information permitted by such insurance commissioner (or similar
authority) to be disclosed therein, together with all exhibits or schedules
filed therewith.
-2-
{PAGE} 9
"Applicable Facility Fee Rate" means, at any time, the percentage rate
per annum at which Facility Fees are accruing on the Aggregate Commitment
(without regard to usage) at such time as set forth in the PRICING SCHEDULE.
"Applicable Margin" means, with respect to Ratable Advances at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances as set forth in the PRICING SCHEDULE.
"Applicable Utilization Fee Rate" means, at any time, the percentage
rate per annum at which Utilization Fees are accruing as set forth in the
PRICING SCHEDULE.
"Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Authorized Officer" means any of the Treasurer or any Assistant
Treasurer of a Borrower, acting singly.
"Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.
"Borrowers" means, collectively, Nationwide Mutual, Nationwide Life and
NFS, and their respective successors and assigns.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" means a Competitive Bid Borrowing Notice or a
Ratable Borrowing Notice, as the context may require.
"Business Day" means (a) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
293664
|
NFS
As referenced in this 364-Day Credit Agreement:
NATIONWIDE FINANCIAL SERVICES, INC – 1
Exhibit 10.6
================================================================================
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 25, 2000
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC .,
THE LENDERS,
BANK ONE, NA
AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA,
_____________
Nationwide Financial
Services, Inc – 7
364-DAY CREDIT AGREEMENT
This Agreement, dated as of May 25, 2000, is among Nationwide Mutual
Insurance Company, Nationwide Life Insurance Company, Nationwide Financial
Services, Inc ., the Lenders and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Agent. The parties hereto
_____________
NATIONWIDE FINANCIAL SERVICES, INC – LIFE INSURANCE COMPANY
By:
----------------------------------
Duane M. Campbell
Title: Vice President and Treasurer
----------------------------
----------------------------
----------------------------
Attention: Carol Dove
-----------------
Telephone: (614) 249-2437
FAX: (614) 249-2739
NATIONWIDE FINANCIAL SERVICES, INC .
By:
----------------------------------
Duane M. Campbell
Title: Assistant Treasurer
----------------------------
----------------------------
----------------------------
Attention: Carol Dove
-----------------
Telephone: (614) 249-2437
FAX: (614) 249-2739
S-1
[TO 364-
_____________
dt 252549
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – 10286
Attention: J. David Parker, Jr.
Telephone: (212) 635-6482
FAX: (212) 809-9520
S-4
[TO 364-DAY CREDIT AGREEMENT]
{PAGE} 75
CITICORP USA, INC . , Individually and as
Co-Documentation Agent
By:
----------------------------------
Title:
-------------------------------
399 Park Avenue
12th Floor, Zone 12
New York, New York 10043
Attention: Sandro
_____________
Citicorp USA, Inc – Lender Commitment
------ ----------
-------------------------------------------------------------------------------
Bank One, NA $27,000,000
-------------------------------------------------------------------------------
The Chase Manhattan Bank $24,000,000
-------------------------------------------------------------------------------
The Bank of New York $24,000,000
-------------------------------------------------------------------------------
Citicorp USA, Inc . $24,000,000
-------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $19,500,000
-------------------------------------------------------------------------------
Bank of America, N.A. $19,500,000
-------------------------------------------------------------------------------
First
_____________
dt 247956
;
|
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA, INC.,
AS CO-DOCUMENTATION AGENTS,
AND
BANC ONE CAPITAL MARKETS, INC .
AS LEAD ARRANGER AND SOLE BOOK RUNNER
================================================================================
{PAGE} 2
TABLE OF CONTENTS
SECTION PAGE
------- ----
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE
_____________
Banc One Capital Markets, Inc – at any time, the percentage
rate per annum at which Utilization Fees are accruing as set forth in the
PRICING SCHEDULE.
"Arranger" means Banc One Capital Markets, Inc ., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.
"Article" means an article of this
_____________
dt 252665
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, N.A. – 10260-0060
Attention: Maria Dell'aquila
Telephone: (212) 648-5249
FAX: (212) 648-1351
S-6
[TO 364-DAY CREDIT AGREEMENT]
{PAGE} 77
BANK OF AMERICA, N.A. , Individually and as
Managing Agent
By:
----------------------------------
Title:
-------------------------------
901 Main Street
66th Floor
Dallas, Texas 75202
Attention: Jim Miller
Telephone: (214) 209-0559
_____________
Bank of America, N.A. – Bank of New York $24,000,000
-------------------------------------------------------------------------------
Citicorp USA, Inc. $24,000,000
-------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $19,500,000
-------------------------------------------------------------------------------
Bank of America, N.A. $19,500,000
-------------------------------------------------------------------------------
First Union National Bank $19,500,000
-------------------------------------------------------------------------------
Mellon Bank, N.A. $19,500,000
-------------------------------------------------------------------------------
Fleet National Bank $18,000,
_____________
dt 235329
;
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Preview
Full Doc
| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (257K)
Doc #293654: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
NATIONWIDE FINANCIAL SERVICES, INC.
EAGLE ACQUISITION CORPORATION
AND
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
DATED AS OF AUGUST 7, 2001
{PAGE}
Table of Contents
Page
AGREEMENT AND PLAN OF MERGER...................................................1
ARTICLE I THE MERGER..................................................2
Section 1.1 The Merger.................................................2
Section 1.2 Closing....................................................2
Section 1.3 Effective Time of the Merger...............................2
Section 1.4 Directors and Officers of the Surviving Corporation........2
ARTICLE II DEMUTUALIZATION; MEMBER APPROVAL............................3
Section 2.1 Plan of Conversion.........................................3
Section 2.2 No-Action Letter; Information Statement;
Registration Statement....................................4
Section 2.3 Special Meeting of Members.................................5
Section 2.4 Sponsor Information Statement..............................5
Section 2.5 No False or Misleading Statements..........................6
ARTICLE III CONVERSION AND EXCHANGE OF SECURITIES.......................7
Section 3.1 Aggregate Consideration....................................7
Section 3.2 Conversion of Membership Interests.........................9
Section 3.3 Approval and Adoption of the Plan of Merger...............10
Section 3.4 Exchange of Company Shares for Merger Consideration.......10
Section 3.5 Election Procedure........................................10
Section 3.6 Funding of and Limitations on Policy Credits and Cash.....11
Section 3.7 Payment of Merger Consideration; Conversion Agent.........12
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SPONSOR AND MERGER SUB...13
Section 4.1 Organization..............................................14
Section 4.2 Capitalization............................................14
Section 4.3 Merger Sub and Sponsor Subsidiaries.......................15
Section 4.4 Authority Relative to this Agreement......................16
Section 4.5 Consents and Approvals; No Violations.....................16
Section 4.6 Sponsor Financial Statements..............................18
Section 4.7 Statutory Financial Statements............................19
Section 4.8 Absence of Certain Changes................................19
Section 4.9 SEC Filings...............................................20
Section 4.10 Litigation................................................20
Section 4.11 Absence of Undisclosed Liabilities........................20
Section 4.12 Taxes.....................................................20
Section 4.13 Title to Property.........................................21
Section 4.14 Insurance Practices; Permit and Insurance Licenses........22
Section 4.15 Regulatory Filings........................................22
Section 4.16 Post-Merger Integration...................................22
Section 4.17 Information in Information Statement, Registration
Statement and Sponsor Information Statement.............23
Section 4.18 Brokers...................................................23
Section 4.19 Employee Benefit Plans; ERISA.............................23
Section 4.20 Rating....................................................24
Section 4.21 Financing.................................................24
Section 4.22 Voting Agreement; Nationwide Mutual Consent...............24
Section 4.23 Investigation by Sponsor..................................25
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............25
Section 5.1 Organization..............................................25
Section 5.2 Company Subsidiaries; Licensing...........................25
Section 5.3 Authority Relative to this Agreement and the
Plan of Conversion......................................27
Section 5.4 Consents and Approvals; No Violations.....................28
Section 5.5 Company Financial Statements..............................29
Section 5.6 Statutory Financial Statements............................30
Section 5.7 Absence of Certain Changes................................30
Section 5.8 Litigation................................................31
Section 5.9 Absence of Undisclosed Liabilities........................31
Section 5.10 Taxes.....................................................31
Section 5.11 Title to Property.........................................32
Section 5.12 Insurance Practices; Permits and Insurance Licenses.......32
Section 5.13 Ratings...................................................34
Section 5.14 Regulatory Filings........................................34
Section 5.15 Investments...............................................34
Section 5.16 Reserves..................................................35
Section 5.17 Information in Information Statement and
Registration Statement..................................35
Section 5.18 Brokers...................................................36
Section 5.19 Employee Benefit Plans; ERISA.............................36
Section 5.20 Labor Relations; Employees................................38
Section 5.21 Intellectual Property Rights..............................39
Section 5.22 Takeover Statute..........................................39
Section 5.23 Opinion of Financial Advisor..............................40
Section 5.24 Contracts.................................................40
Section 5.25 Environmental Laws and Regulations........................41
Section 5.26 Insurance Coverage........................................42
Section 5.27 Clients...................................................42
Section 5.28 Client Contracts..........................................42
Section 5.29 Registered Fund Clients...................................42
Section 5.30 Regulatory Compliance.....................................42
Section 5.31 Compliance with Privacy Laws and Policies.................43
Section 5.32 Investigation by the Company..............................43
ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER.....................43
Section 6.1 Conduct of Business by the Company Pending the Merger.....43
Section 6.2 Conduct of Business by Sponsor Pending the Merger.........47
ARTICLE VII ADDITIONAL AGREEMENTS......................................48
Section 7.1 Access and Information....................................48
Section 7.2 Acquisition Proposals.....................................49
293654
|
NFS
As referenced in this Agreement and Plan of Merger:
NATIONWIDE FINANCIAL SERVICES, INC – TYPE}EX-2
{SEQUENCE}3
{FILENAME}ex21.txt
{DESCRIPTION}MERGER AGREEMENT
{TEXT}
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
NATIONWIDE FINANCIAL SERVICES, INC .
EAGLE ACQUISITION CORPORATION
AND
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
DATED AS OF AUGUST 7, 2001
{PAGE}
Table of Contents
Page
AGREEMENT AND
_____________
NATIONWIDE FINANCIAL SERVICES, INC – Conversion Term Sheet
{PAGE}
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2001, by and among
NATIONWIDE FINANCIAL SERVICES, INC ., a Delaware corporation ("Sponsor"), EAGLE
ACQUISITION CORPORATION, a Pennsylvania corporation and a wholly-owned
subsidiary of Sponsor ("Merger Sub"), and PROVIDENT MUTUAL
_____________
Nationwide Financial Services, Inc – addresses (or such other address for a party as shall be
specified by like notice):
(a) If to Sponsor or Merger Sub, to:
Nationwide Financial Services, Inc .
One Nationwide Plaza
Columbus, Ohio 43215
Telecopy: (614) 249-7254
Telephone: (614) 249-7683
Attention: Roger Craig
Associate Vice President - Associate General
_____________
NATIONWIDE FINANCIAL SERVICES, INC – WHEREOF, each of Sponsor, Merger Sub, and the Company has caused
this Agreement to be executed as of the date first above written.
NATIONWIDE FINANCIAL SERVICES, INC .
By: /s/ Robert A. Oakley
Name: Robert A. Oakley
Title: Executive V.P. - CFO
EAGLE ACQUISITION CORPORATION
By: /s/ David A. Jacoby
_____________
Nationwide Financial Services, Inc – Kloss
Title: Chief Executive Officer
{PAGE}
EXHIBIT A
CONSENT
In accordance with the requirements of Section 3.1 of the Intercompany
Agreement among Nationwide Financial Services, Inc . ("NFS"), Nationwide Mutual
Insurance Company ("Nationwide") and Nationwide Corporation, dated as of March
10, 1997, Nationwide hereby consents to the execution and
_____________
dt 252540
;
AFLAC
As referenced in this Agreement and Plan of Merger:
AFLAC Inc – under any written or oral
contract, agreement, instrument, obligation, offer, commitment, arrangement
or understanding.
IRS: Internal Revenue Service.
Index Group: Allmerica Financial Corporation; AFLAC Inc .; Jefferson
Pilot Corporation; John Hancock Financial Services, Inc.; Lincoln National
Corporation; MetLife Inc.; Protective Life Corporation; and T. Rowe Price
Associates, the
_____________
dt 257619
;
McGraw-Hill Companies
As referenced in this Agreement and Plan of Merger:
McGraw-Hill Companies, Inc – rated of the highest quality by Moody's Investor
Services, Inc. ("Moody's") or Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc . ("S&P"), and certificates of deposit issued by a
commercial bank whose long-term debt obligations are rated at least A2 by
_____________
dt 311859
;
|
MetLife
As referenced in this Agreement and Plan of Merger:
MetLife Inc – understanding.
IRS: Internal Revenue Service.
Index Group: Allmerica Financial Corporation; AFLAC Inc.; Jefferson
Pilot Corporation; John Hancock Financial Services, Inc.; Lincoln National
Corporation; MetLife Inc .; Protective Life Corporation; and T. Rowe Price
Associates, the common stock of all of which shall be publicly traded and
as to
_____________
dt 249494
;
Fleet National
As referenced in this Agreement and Plan of Merger:
Fleet National Bank, – the Company Disclosure Letter, (ii) Encumbrances
under the Credit Facility Agreement, dated September 16, 1996 among the
Company, PNC Bank, Corestates Bank and Fleet National Bank, (iii)
Encumbrances for Taxes (x) not yet due and payable, or (y) which are being
contested in good faith by appropriate proceedings, (
_____________
dt 245883
;
More... |
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| 2006 | |
NFS
As referenced in this Agreement and Plan of Merger:
NATIONWIDE FINANCIAL SERVICES, INC – AND PLAN OF MERGER
Table of Contents
Exhibit 10.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
DATED AS OF , 2006
BETWEEN
NATIONWIDE FEDERAL CREDIT UNION
AND
NATIONWIDE BANK
AND
NATIONWIDE FINANCIAL SERVICES, INC .
Table of Contents
TABLE OF CONTENTS
PAGE
RECITALS
1
ARTICLE I CERTAIN DEFINITIONS
1
1.01
Certain Definitions
1
ARTICLE II THE MERGER
6
2.01
Merger of NFCU
_____________
Nationwide Financial Services, Inc – 9.10
Interpretation
36
9.11
Assignment
36
Schedule 8:02(b)
Allocation Schedule
ii
Table of Contents
AGREEMENT AND PLAN OF MERGER, dated as of , 2006 (the Agreement), between Nationwide Financial Services, Inc . (Parent), Nationwide Bank (Nationwide Bank) and Nationwide Federal Credit Union (NFCU).
RECITALS
A. NFCU. NFCU is a federally chartered credit union.
B. Nationwide Bank. Nationwide Bank is a federally
_____________
Nationwide Financial Services, Inc – this Agreement.
Nationwide Bank Board means the Board of Directors of Nationwide Bank.
Nationwide Mutual Insurance Company means that Ohio mutual insurance company which is the ultimate parent company of Nationwide Financial Services, Inc .
NCUA means the National Credit Union Administration.
NFCU has the meaning set forth in the preamble to this Agreement.
NFCU Board means the Board of Directors of NFCU.
NFCU
_____________
NATIONWIDE FINANCIAL SERVICES, INC – first above written.
NATIONWIDE FEDERAL CREDIT UNION
By:
Name: Robert A. Oakley
Title: Chairman of the Board
NATIONWIDE BANK
By:
Name: John S. Skubik
Title: President and Chief Executive Officer
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Name: Mark R. Thresher
Title: President and Chief Operating Officer
37
Table of Contents
Schedule 8.02(b) Termination
Each of Parent, Nationwide Bank and NFCU have, or
_____________
dt 1652169
;
Fannie Mae
As referenced in this Agreement and Plan of Merger:
FNMA – each case in the ordinary course of business) any debt security or Equity Investment, including mortgage-backed and mortgage related securities, other than U.S. government, U.S. government agency, FNMA and FHLMC securities with final maturities not greater than five years or mortgage-backed or mortgage related securities which would not be considered high risk securities pursuant to Thrift
_____________
dt 1608186
;
|
 Venable
As referenced in this Agreement and Plan of Merger:
Venable – or waiver of the conditions set forth in Article VII, a closing (the Closing) shall take place on , 2006, at 10:00 a.m., Eastern Time, at the offices of Venable LLP, 575 7th Street, N.W., Washington, DC 20004, or at such other place, at such other time, or on such other date as the parties may mutually agree upon (
_____________
Venable – Union
One Nationwide Plaza 01-01-02
Columbus, OH 43216
Attn: Paula A. Edwards, President & CEO
Fax: (614) 249-1451
With a copy to (which shall not constitute notice):
Venable LLP
575 7th Street, N.W.
Washington, DC 20004
Attention: Bruce O. Jolly, Jr., Esq.
Fax: (202) 344-8300
If to Parent or Nationwide Bank to:
Nationwide
One Nationwide Plaza
_____________
dt 1665002
|
Preview
Full Doc
| 2006 | |
NFS
As referenced in this Agreement and Plan of Merger:
NATIONWIDE FINANCIAL SERVICES, INC – AND PLAN OF MERGER
Table of Contents
Exhibit 10.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
DATED AS OF , 2006
BETWEEN
NATIONWIDE FEDERAL CREDIT UNION
AND
NATIONWIDE BANK
AND
NATIONWIDE FINANCIAL SERVICES, INC .
Table of Contents
TABLE OF CONTENTS
PAGE
RECITALS
1
ARTICLE I CERTAIN DEFINITIONS
1
1.01
Certain Definitions
1
ARTICLE II THE MERGER
6
2.01
Merger of NFCU
_____________
Nationwide Financial Services, Inc – 9.10
Interpretation
36
9.11
Assignment
36
Schedule 8:02(b)
Allocation Schedule
ii
Table of Contents
AGREEMENT AND PLAN OF MERGER, dated as of , 2006 (the Agreement), between Nationwide Financial Services, Inc . (Parent), Nationwide Bank (Nationwide Bank) and Nationwide Federal Credit Union (NFCU).
RECITALS
A. NFCU. NFCU is a federally chartered credit union.
B. Nationwide Bank. Nationwide Bank is a federally
_____________
Nationwide Financial Services, Inc – this Agreement.
Nationwide Bank Board means the Board of Directors of Nationwide Bank.
Nationwide Mutual Insurance Company means that Ohio mutual insurance company which is the ultimate parent company of Nationwide Financial Services, Inc .
NCUA means the National Credit Union Administration.
NFCU has the meaning set forth in the preamble to this Agreement.
NFCU Board means the Board of Directors of NFCU.
NFCU
_____________
NATIONWIDE FINANCIAL SERVICES, INC – first above written.
NATIONWIDE FEDERAL CREDIT UNION
By:
Name: Robert A. Oakley
Title: Chairman of the Board
NATIONWIDE BANK
By:
Name: John S. Skubik
Title: President and Chief Executive Officer
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Name: Mark R. Thresher
Title: President and Chief Operating Officer
37
Table of Contents
Schedule 8.02(b) Termination
Each of Parent, Nationwide Bank and NFCU have, or
_____________
dt 1652170
;
Fannie Mae
As referenced in this Agreement and Plan of Merger:
FNMA – each case in the ordinary course of business) any debt security or Equity Investment, including mortgage-backed and mortgage related securities, other than U.S. government, U.S. government agency, FNMA and FHLMC securities with final maturities not greater than five years or mortgage-backed or mortgage related securities which would not be considered high risk securities pursuant to Thrift
_____________
dt 1608187
;
|
Venable
As referenced in this Agreement and Plan of Merger:
Venable – or waiver of the conditions set forth in Article VII, a closing (the Closing) shall take place on , 2006, at 10:00 a.m., Eastern Time, at the offices of Venable LLP, 575 7th Street, N.W., Washington, DC 20004, or at such other place, at such other time, or on such other date as the parties may mutually agree upon (
_____________
Venable – Union
One Nationwide Plaza 01-01-02
Columbus, OH 43216
Attn: Paula A. Edwards, President & CEO
Fax: (614) 249-1451
With a copy to (which shall not constitute notice):
Venable LLP
575 7th Street, N.W.
Washington, DC 20004
Attention: Bruce O. Jolly, Jr., Esq.
Fax: (202) 344-8300
If to Parent or Nationwide Bank to:
Nationwide
One Nationwide Plaza
_____________
dt 1665003
|
| Full Doc
| 2002 |
Certificate of Trust
Certificate of Trust (2K)
Doc #293591: This document is immediately available for purchase, but does not have a preview available for viewing.
293591
| | |
Preview
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| 2003 |
Cost Sharing Agreement [Amended and Restated]
Cost Sharing Agreement [Amended and Restated] (19K)
Doc #293579: Click preview link for longer preview.
AMENDED AND RESTATED COST SHARING AGREEMENT
This Amended Cost Sharing Agreement (the "Agreement") effective July 1,
2002, by and between Nationwide Mutual Insurance Company, Nationwide Mutual Fire
Insurance Company, Nationwide Life Insurance Company, Nationwide Life and
Annuity Insurance Company, Nationwide Insurance Company of America, Nationwide
Insurance Company of Florida, Nationwide Affinity Insurance Company of America,
Nationwide Assurance Company, AMCO Insurance Company, Depositors Insurance
Company, Allied Property and Casualty Insurance Company, Farmland Mutual
Insurance Company, Scottsdale Insurance Company, Scottsdale Surplus Lines
Insurance Company, Western Heritage Insurance Company, Nationwide General
Insurance Company, Nationwide Property and Casualty Insurance Company,
Nationwide Agribusiness Insurance Company, Colonial County Mutual Insurance
Company, National Casualty Company, CalFarm Insurance Company, Nationwide
Lloyds, Nationwide Financial Services, Inc., Nationwide Corporation, Nationwide
Investment Services Corporation, Nationwide Realty Investors, Ltd., Nationwide
Financial Services (Bermuda), Ltd., Gates McDonald & Company, Nationwide Health
Plans, Inc., Nationwide Global Holdings, Inc., Gartmore Global Investments, Inc.
(fka Villanova Capital, Inc.), Gartmore Morley Financial Services, Inc. (fka
Morley Financial Services, Inc.), Nationwide Retirement Plan Services, Inc. (fka
Irvin Schwartz & Associates, Inc.), Nationwide Retirement Solutions, Inc., The
401(k) Companies, Inc., Nationwide Securities, Inc. (fka Nationwide Advisory
Services, Inc.), Nationwide Financial Institution Distributors Agency, Inc.,
Nationwide Advantage Mortgage Company (fka Nationwide Home Mortgage Company),
Allied Group, Inc., Retention Alternatives, Ltd., Scottsdale Indemnity Company,
Nationwide Indemnity Company, Nationwide Services Company, LLC, Nationwide Cash
Management Company, Insurance Intermediaries, Inc., National Deferred
Compensation, Inc., Nationwide Foundation, and any United States domiciled
subsidiaries of each aforestated company (collectively, the "Parties").
WHEREAS, the Parties desire to terminate and replace in its entirety the
Cost Sharing Agreement, dated January 1, 2000, with this Agreement, effective
July 1, 2002; and
WHEREAS, the Parties desire to have each other perform certain operational
services and certain administrative services, on behalf of one another; and
WHEREAS, the providing of these certain operational services and certain
administrative services shall of necessity involve a Party rendering such
services to another Party (the "Providing Party"); and
WHEREAS, the receiving of these certain operational services and certain
administrative services shall of necessity involve a Party receiving such
services from the Providing Party (the "Receiving Party"); and
WHEREAS, the Parties desire to properly distribute and allocate expenses to
each Receiving Party.
Now theretofore, in consideration of the premises and of the mutual
agreements and covenants herein contained, the Parties do hereby agree as
follows:
{PAGE}
1. Services Provided to the Receiving Party by the Providing Party.
--------------------------------------------------------------------
a. Operational Services. Unless addressed by a separate
-----------------------
agreement, the Providing Party's employees may perform some
or all of the following operational services on behalf of
the Receiving Party:
i. Field acquisition services (including, but not
limited to advertising, solicitation and
underwriting);
ii. Policy processing and administration services;
iii. Claims adjustment, claims administration and other
loss adjustment services (however, any compensation
for claims adjustment services shall not be based on
the amount of adjustments, that is not based upon
reduction or denial results);
iv. Data processing services; v. Accounting services;
vi. Actuarial services; vii. Investment services;
and
viii. Other necessary operational services or functions.
As to the services mentioned in Section 1(a)(i) above, (i) all
advertising shall first be approved by the specific underwriting
insurance company; (ii) all underwriting performed hereunder shall
be in conformity with the underwriting guidelines provided by the
underwriting insurance company; and (iii) the underwriting insurance
company shall make the final determination as to whether to accept
or reject the proposed request for insurance.
b. Administrative Services. Unless addressed by a separate
-------------------------
agreement, the Providing Party's employees may perform some
or all of the following administrative services on behalf of
the Receiving Party:
i. Payroll Administration;
ii. Benefits administration;
iii. Investment management administration (however, in
the performance of such services, and the investment
services stated in Section 1(a)(vii) above, the
deposit and maintenance of all individual insurance
company's funds and assets shall be in accounts in
the insurance company's own name);
iv. Legal administration;
v. Human Resource administration;
{PAGE}
vi. Communications administration;
vii. Financial administration (including, but not limited
to, treasury services, financial reporting,
management reporting, financial planning, budgeting,
tax planning, consulting and reporting); and
viii. Other necessary administrative services.
2. Management of Employees. The Providing Party's employees shall at
------------------------
all times operate under the management control of the executive
officers of Providing Party. The executive officers of the Providing
Party shall maintain the right to hire additional employees and to
otherwise commence any and all necessary and appropriate management
action with respect to the Providing Party's employees performing
293579
|
NFS
As referenced in this Cost Sharing Agreement [Amended and Restated]:
Nationwide Financial Services, Inc – Nationwide Property and Casualty Insurance Company,
Nationwide Agribusiness Insurance Company, Colonial County Mutual Insurance
Company, National Casualty Company, CalFarm Insurance Company, Nationwide
Lloyds, Nationwide Financial Services, Inc ., Nationwide Corporation, Nationwide
Investment Services Corporation, Nationwide Realty Investors, Ltd., Nationwide
Financial Services (Bermuda), Ltd., Gates McDonald & Company, Nationwide Health
Plans, Inc.,
_____________
NATIONWIDE FINANCIAL SERVICES, INC – INSURANCE COMPANY
NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY
NATIONWIDE AGRIBUSINESS INSURANCE COMPANY
COLONIAL COUNTY MUTUAL INSURANCE COMPANY
NATIONAL CASUALTY COMPANY
CALFARM INSURANCE COMPANY
NATIONWIDE FINANCIAL SERVICES, INC .
NATIONWIDE CORPORATION
NATIONWIDE INVESTMENT SERVICES CORPORATION
NATIONWIDE REALTY INVESTORS, LTD
NATIONWIDE GLOBAL HOLDINGS, INC.
GARTMORE GLOBAL INVESTMENTS, INC.
NATIONWIDE RETIREMENT SOLUTIONS, INC.
_____________
dt 252463
| |
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| 2002 |
Declaration of Trust
Declaration of Trust (8K)
Doc #293592: Click preview link for longer preview.
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of December 17, 2002 (this
"Declaration"), among Nationwide Financial Services, Inc., a Delaware
corporation, as "Sponsor," Wilmington Trust Company, a Delaware banking
corporation, and Mark R. Thresher, as Trustee (the "Trustees"). The Sponsor and
the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Nationwide Financial
Services Capital Trust IV," in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitute a statutory trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. (S) 3801, et seq. (the "Statutory Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Statutory Trust Act.
3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
293592
|
NFS
As referenced in this Declaration of Trust:
Nationwide Financial Services, Inc – TRUST IV
{TEXT}
{PAGE}
EXHIBIT 4.12
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of December 17, 2002 (this
"Declaration"), among Nationwide Financial Services, Inc ., a Delaware
corporation, as "Sponsor," Wilmington Trust Company, a Delaware banking
corporation, and Mark R. Thresher, as Trustee (the "Trustees"). The Sponsor
_____________
NATIONWIDE FINANCIAL SERVICES, INC – IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
NATIONWIDE FINANCIAL SERVICES, INC .,
as Sponsor
By: /s/ Mark R. Thresher
--------------------------------------------
Name: Mark R. Thresher
Title: Senior Vice President--Chief Financial
Officer
WILMINGTON TRUST COMPANY,
not
_____________
dt 252475
| |
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| 2002 |
Declaration of Trust [Amended and Restated]
Declaration of Trust [Amended and Restated] (212K)
Doc #293593: Click preview link for longer preview.
Form of
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV
Dated as of ____________ __, _____
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I. INTERPRETATION AND DEFINITIONS ...................................... 1
SECTION 1.01. DEFINITIONS ................................................ 1
ARTICLE II. TRUST INDENTURE ACT ................................................. 6
SECTION 2.01. TRUST INDENTURE ACTS; APPLICATION .......................... 6
SECTION 2.02. LISTS OF HOLDERS OF SECURITIES ............................. 7
SECTION 2.03. REPORTS BY THE PROPERTY TRUSTEE ............................ 7
SECTION 2.04. PERIODIC REPORTS TO PROPERTY TRUSTEE ....................... 7
SECTION 2.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT ........... 7
SECTION 2.06. EVENTS OF DEFAULT; WAIVER .................................. 8
SECTION 2.07. EVENT OF DEFAULT; NOTICE ................................... 9
ARTICLE III. ORGANIZATION ........................................................ 9
SECTION 3.01. NAME ....................................................... 9
SECTION 3.02. OFFICE ..................................................... 9
SECTION 3.03. DECLARATION ................................................ 10
SECTION 3.04. AUTHORITY .................................................. 10
SECTION 3.05. TITLE TO PROPERTY OF THE TRUST ............................. 10
SECTION 3.06. POWERS AND DUTIES OF THE REGULAR TRUSTEES .................. 10
SECTION 3.07. PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES ....... 13
SECTION 3.08. POWERS AND DUTIES OF THE PROPERTY TRUSTEE .................. 14
SECTION 3.09. CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE .................................................... 15
SECTION 3.10. CERTAIN RIGHTS OF PROPERTY TRUSTEE ......................... 17
SECTION 3.11. DELAWARE TRUSTEE ........................................... 18
SECTION 3.12. EXECUTION OF DOCUMENTS ..................................... 19
SECTION 3.13. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES ..... 19
SECTION 3.14. DURATION OF TRUST .......................................... 19
SECTION 3.15. MERGERS .................................................... 19
ARTICLE IV. SPONSOR ............................................................. 21
SECTION 4.01. SPONSOR'S PURCHASE OF COMMON SECURITIES .................... 21
SECTION 4.02. RESPONSIBILITIES OF THE SPONSOR ............................ 21
SECTION 4.03. GUARANTEE OF PAYMENT OF TRUST OBLIGATIONS .................. 21
ARTICLE V. TRUSTEES ............................................................ 22
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 5.01. NUMBER OF TRUSTEES ......................................... 22
SECTION 5.02. DELAWARE TRUSTEE ........................................... 22
SECTION 5.03. PROPERTY TRUSTEE; ELIGIBILITY .............................. 22
SECTION 5.04. QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
GENERALLY .................................................. 23
SECTION 5.05. INITIAL TRUSTEES ........................................... 23
SECTION 5.06. APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES ........... 24
SECTION 5.07. VACANCIES AMONG TRUSTEES ................................... 25
SECTION 5.08. EFFECT OF VACANCIES ........................................ 25
SECTION 5.09. MEETINGS ................................................... 25
SECTION 5.10. DELEGATION OF POWER ........................................ 26
SECTION 5.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS ................................................... 26
ARTICLE VI. DISTRIBUTIONS. ...................................................... 26
SECTION 6.01. DISTRIBUTIONS .............................................. 26
ARTICLE VII. ISSUANCE OF SECURITIES .............................................. 27
SECTION 7.01. GENERAL PROVISIONS REGARDING SECURITIES .................... 27
SECTION 7.02. EXECUTION AND AUTHENTICATION ............................... 27
SECTION 7.03. BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; DEFINITIVE
PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES
CERTIFICATE ................................................ 28
SECTION 7.04. REGISTRAR AND PAYING AGENT ................................. 29
SECTION 7.05. PAYING AGENT TO HOLD MONEY IN TRUST ........................ 29
SECTION 7.06. REPLACEMENT SECURITIES ..................................... 30
SECTION 7.07. OUTSTANDING PREFERRED SECURITIES ........................... 30
SECTION 7.08. PREFERRED SECURITIES IN TREASURY ........................... 30
SECTION 7.09. TEMPORARY SECURITIES ....................................... 30
SECTION 7.10. CANCELLATION ............................................... 31
ARTICLE VIII. TERMINATION OF TRUST ................................................ 32
SECTION 8.01. TERMINATION OF TRUST ....................................... 32
ARTICLE IX. EXCHANGE ............................................................ 33
SECTION 9.01. GENERAL .................................................... 33
SECTION 9.02. DEEMED SECURITY HOLDERS .................................... 33
ARTICLE X. LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR
OTHERS .............................................................. 33
SECTION 10.01. LIABILITY .................................................. 33
SECTION 10.02. EXCULPATION ................................................ 34
SECTION 10.03. FIDUCIARY DUTY ............................................. 34
SECTION 10.04. INDEMNIFICATION ............................................ 35
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
SECTION 10.05. OUTSIDE BUSINESSES ......................................... 35
ARTICLE XI. ACCOUNTING .......................................................... 36
SECTION 11.01. FISCAL YEAR ................................................ 36
SECTION 11.02. CERTAIN ACCOUNTING MATTERS ................................. 36
SECTION 11.03. BANKING .................................................... 36
SECTION 11.04. WITHHOLDING ................................................ 37
ARTICLE XII. AMENDMENTS AND MEETINGS ............................................. 37
SECTION 12.01. AMENDMENTS ................................................. 37
SECTION 12.02. MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT. ................................................... 39
ARTICLE XIII. REPRESENTATIONS OF DELAWARE AND PROPERTY TRUSTEE .................... 40
SECTION 13.01. REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE ......... 40
SECTION 13.02. REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE ......... 41
ARTICLE XIV. MISCELLANEOUS ....................................................... 42
SECTION 14.01. NOTICES .................................................... 42
SECTION 14.02. GOVERNING LAW .............................................. 43
SECTION 14.03. INTENTION OF THE PARTIES ................................... 43
SECTION 14.04. HEADINGS ................................................... 43
SECTION 14.05. SUCCESSORS AND ASSIGNS ..................................... 43
SECTION 14.06. PARTIAL ENFORCEABILITY ..................................... 43
SECTION 14.07. COUNTERPARTS ............................................... 43
{/TABLE}
ANNEX I Terms of __% Preferred Securities and __% Common Securities
Exhibit A Form of Preferred Security
Exhibit B Form of Common Security
iii
{PAGE}
CROSS-REFERENCE TABLE*
Section of
Section of Trust Indenture Act of 1939, as amended Declaration
------------------------------------------------------------ --------------
310(a)...................................................... 5.3(a)
310(c)...................................................... Inapplicable
311(c)...................................................... Inapplicable
312(a)...................................................... 2.2(a)
312(b)...................................................... 2.2(b)
313......................................................... 2.3
314(a)...................................................... 2.4
314(b)...................................................... Inapplicable
314(c)...................................................... 2.5
314(d)...................................................... Inapplicable
314(f)...................................................... Inapplicable
315(a)...................................................... 3.9(b)
315(c)...................................................... 3.9(a)
315(d)...................................................... 3.9(a)
316(a)...................................................... Annex I
316(c)...................................................... 3.6(e)
________________
* This Cross-Reference Table does not constitute part of the Declaration and
shall not affect the interpretation of any of its terms or provisions.
iv
{PAGE}
AMENDED AND RESTATED DECLARATION OF TRUST
OF
NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST IV
_____________ __, 200_
AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of __________ __, 200_, by the undersigned trustees (together with
all other persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "Trustees"), Nationwide
Financial Services, Inc., a Delaware corporation, as trust sponsor (the
"Sponsor"), and by the holders, from time to time, of the securities
representing the undivided beneficial interests in the assets of the Trust
issued pursuant to the Declaration;
WHEREAS, the Trustees and the Sponsor established a trust (the
"Trust") under the Delaware Statutory Trust Act (as hereinafter defined)
pursuant to a Declaration of Trust dated as of December 17, 2002 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on December 17, 2002, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in certain Debentures of
the Debenture Issuer (as hereinafter defined); and
WHEREAS, as of the date hereof, no interests in the Trust have been
issued;
WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;
and
NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory trust under the Statutory Trust Act and that
this Declaration constitute the governing instrument of such statutory trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing the undivided beneficial interests in the assets of the Trust
issued hereunder, subject to the provisions of this Declaration.
ARTICLE I.
INTERPRETATION AND DEFINITIONS
SECTION 1.01. DEFINITIONS. Unless the context otherwise requires:
(a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01;
(b) a term defined anywhere in this Declaration has the same meaning
throughout;
(c) all references to "the Declaration" or "this Declaration" are to
293593
|
NFS
As referenced in this Declaration of Trust [Amended and Restated]:
Nationwide
Financial Services, Inc – all other persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "Trustees"), Nationwide
Financial Services, Inc ., a Delaware corporation, as trust sponsor (the
"Sponsor"), and by the holders, from time to time, of the securities
representing the undivided
_____________
Nationwide Financial Services, Inc – or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.
2
{PAGE}
"DEBENTURE ISSUER" means Nationwide Financial Services, Inc ., as
issuer of the Debentures.
"DEBENTURE TRUSTEE" means Wilmington Trust Company, as trustee under
the Indenture until a successor is appointed thereunder,
_____________
Nationwide Financial Services, Inc – SECURITIES" means the Common Securities and the Preferred Securities.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
5
{PAGE}
"SPONSOR" means Nationwide Financial Services, Inc ., a Delaware
corporation, or any successor entity in a merger, consolidation or amalgamation,
in its capacity as sponsor of the Trust.
"STATUTORY
_____________
Nationwide Financial Services, Inc – name deemed
advisable by the Regular Trustees.
SECTION 3.02. OFFICE. The address of the principal office of the Trust
is c/o Nationwide Financial Services, Inc ., One Nationwide Plaza, Columbus, Ohio
43215, Attention:
9
{PAGE}
Chief Financial Officer. On ten Business Days written notice to the Holders of
_____________
Nationwide Financial Services, Inc – that shall act through one or more
Authorized Officers.
SECTION 5.05. INITIAL TRUSTEES. The initial Regular Trustees shall be:
[NAME]
c/o Nationwide Financial Services, Inc .
One Nationwide Plaza
Columbus, Ohio 43215
[NAME]
c/o Nationwide Financial Services, Inc.
One Nationwide Plaza
Columbus, Ohio 43215
[NAME]
c/o
_____________
dt 252477
;
|
Cede
As referenced in this Declaration of Trust [Amended and Restated]:
Cede & Co – or on behalf of, the Trust. Such Global
Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede & Co ., the nominee of the initial Clearing Agency,
and no Holder will receive a definitive Preferred Securities Certificate
representing such Holder's interest
_____________
Cede & Co – Trust or its agent for registration of
transfer, exchange or payment, and any [Preferred] Security Certificate issued
is registered in the name of Cede & Co . or such other name as requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co.
_____________
Cede & Co – of Cede & Co. or such other name as requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co . or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
_____________
Cede & Co – ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co ., has an interest herein].
Certificate number Number of [Preferred] Securities
CUSIP NO.
Certificate Evidencing [Preferred] Securities
of
NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST
_____________
dt 234882
|
Preview
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| 2005 |
Deferred Compensation Plan
Deferred Compensation Plan (64K)
Doc #1033119: Click preview link for longer preview.
NATIONWIDE INDIVIDUAL
DEFERRED COMPENSATION PLAN
AS
AMENDED AND RESTATED
January 1, 2005
Individual Deferred Compensation Plan
January 1, 2005
1
NATIONWIDE INDIVIDUAL
DEFERRED COMPENSATION PLAN
AS
AMENDED AND RESTATED
TABLE OF CONTENTS
ARTICLE 1
DEFINITIONS
4
1.01 ACCRUED AMOUNTS
4
1.02 ADMINISTRATOR
4
1.03 . . .
1033119
|
NFS
As referenced in this Deferred Compensation Plan:
Nationwide Financial Services, Inc – or successor plans to these plans, if any.
1.28
Nationwide Value Added (NVA) Compensation: the payment made to Participant from the NVA Award Bank under the terms of the Nationwide Financial Services, Inc . 1996 Long-term Equity Compensation Plan, as amended (LTEP).
1.29
NVA Compensation Deferral Percentage: The percentage elected for deferral from NVA Compensation by an Eligible Participant pursuant to
_____________
Nationwide Financial Services, Inc – each executed, valid Agreement.
1.36
Plan Year: The calendar year.
1.37
Restricted Stock Award: A Stock-based award granted to Eligible Participants under the Second Amended and Restated Nationwide Financial Services, Inc . 1996 Long-Term Equity Compensation Plan or any similar, or successor plan.
1.38
Restricted Stock Deferral Percentage: The percentage of a Restricted Stock Award that an Eligible Participant
_____________
Nationwide Financial Services, Inc – Information System.
1.40
Salary Deferral Percentage: The percentage elected for deferral from Salary by an Eligible Participant pursuant to Article 3.
1.41
Stock: Class A Common Stock of Nationwide Financial Services, Inc ., par value $0.01 per share.
1.42
Termination Date: The effective date of a termination of employment.
1.43
Transaction Date: Any date the New York Stock Exchange
_____________
Nationwide Financial Services, Inc – be effective it must be made no less than six (6) months from the Lapse Date and must be approved before the Lapse Date by the Board of Directors for Nationwide Financial Services, Inc . or a committee of such board comprised solely of two or more non-employee directors of Nationwide Financial Services, Inc. Notwithstanding anything contained herein to the contrary, a Restricted
_____________
Nationwide Financial Services, Inc – before the Lapse Date by the Board of Directors for Nationwide Financial Services, Inc. or a committee of such board comprised solely of two or more non-employee directors of Nationwide Financial Services, Inc . Notwithstanding anything contained herein to the contrary, a Restricted Stock Deferral Percentage shall only apply to the Restricted Stock Award whose Lapse Date next follows the six month anniversary
_____________
dt 1383979
| |
Preview
Full Doc
| 2001 |
Employee Leasing Agreement
Employee Leasing Agreement (4K)
Doc #293658: Click preview link for longer preview.
EMPLOYEE LEASING AGREEMENT
This Agreement is made by and between Nationwide Mutual Insurance
Company ("NMIC") and Nationwide Financial Services, Inc. ("NFS") on behalf of
itself and its subsidiaries (collectively, "NF") as of July 1, 2000.
WHEREAS, the parties have agreed to lease employees from each other and
allocate the cost of such employees pursuant to the terms of the Cost Sharing
Agreement to which they are parties;
WHEREAS, the parties desire to further clarify and document their joint
understanding of the terms of such employee leasing arrangement;
NOW, THEREFORE, the parties agree as follows:
293658
|
NFS
As referenced in this Employee Leasing Agreement:
Nationwide Financial Services, Inc – 35
{TEXT}
{PAGE} 1
Exhibit 10.35
EMPLOYEE LEASING AGREEMENT
This Agreement is made by and between Nationwide Mutual Insurance
Company ("NMIC") and Nationwide Financial Services, Inc . ("NFS") on behalf of
itself and its subsidiaries (collectively, "NF") as of July 1, 2000.
WHEREAS, the parties have agreed to lease
_____________
NATIONWIDE FINANCIAL SERVICES, INC – Term.
----
This Agreement may be terminated at any time by either party upon
notice to the other party.
NATIONWIDE MUTUAL INSURANCE COMPANY
By:
-----------------------------------
NATIONWIDE FINANCIAL SERVICES, INC .
By:
-----------------------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 252543
;
| Nationwide Mutual Insurance Company
|
Preview
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| 2004 |
Employment Agreement
Employment Agreement (67K)
Doc #293540: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the �Agreement�) entered into as of January 1, 2004 by and between Nationwide Financial Services, Inc. (the �Company� or �NFS�) and Mark R. Thresher (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained . . .
293540
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – THRESHER AND NFS
Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the Agreement) entered into as of January 1, 2004 by and between Nationwide Financial Services, Inc . (the Company or NFS) and Mark R. Thresher (Executive).
WHEREAS, the parties desire to enter into an agreement to reflect Executives executive
_____________
Nationwide Financial Services, Inc – certified mail, as follows (provided that notice of change of address shall be deemed given only when received):
If to the Company, to:
Nationwide Financial Services, Inc .
One Nationwide Plaza, 1-35-03
Columbus, OH 43215
Attention:
Executive Vice President and Chief Administrative Officer
Executive Vice President, General Counsel
_____________
NATIONWIDE FINANCIAL SERVICES, INC – laws provisions.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Mark R. Thresher
Name:
Title:
Date:
Date:
22
_____________
dt 252428
;
|
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention:
Executive Vice President and Chief Administrative Officer
Executive Vice President, General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Mark R. Thresher
180 Thornbury
_____________
dt 241871
|
Preview
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| 2004 |
Employment Agreement
Employment Agreement (65K)
Doc #293546: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the �Agreement�) entered into as of February 25, 2004, by and between Nationwide Mutual Insurance Company (the �Company�) and Terri L. Hill (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in . . .
293546
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – excess amount shall be paid to Executive under this Agreement.
(v) Executives outstanding stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company which are granted after the date of this Agreement shall become vested and exercisable on the
_____________
Nationwide Financial Services, Inc – such excess benefit shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company that are held by Executive and are granted after the date of this Agreement shall become
_____________
dt 252434
;
|
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 03
Columbus, OH 43215
Attention:
Executive Vice President and Chief Administrative Officer
Executive Vice President, General Counsel
19
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Terri L. Hill
____________________
____________________
_____________
dt 241872
|
Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (65K)
Doc #293547: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the �Agreement�) entered into as of February 25, 2004, by and between Nationwide Mutual Insurance Company (the �Company�) and Kathleen D. Ricord (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained . . .
293547
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – excess amount shall be paid to Executive under this Agreement.
(v) Executives outstanding stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company which are granted after the date of this Agreement shall become vested and exercisable on the
_____________
Nationwide Financial Services, Inc – such excess benefit shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company that are held by Executive and are granted after the date of this Agreement shall become
_____________
dt 252435
;
|
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 03
Columbus, OH 43215
Attention:
Executive Vice President and Chief Administrative Officer
Executive Vice President, General Counsel
19
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Kathleen D. Ricord
___________________
___________________
_____________
dt 241873
|
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (80K)
Doc #293576: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of
____________, 2002, by and between Nationwide Mutual Insurance Company (the
"Company") and Robert A. Rosholt ("Executive").
WHEREAS, pursuant to the Offer Letter dated August 14, 2002, between
the Company and Executive (the "Offer Letter"), Executive has agreed to become
the Executive Vice President, Finance and Investments of the Company.
WHEREAS, the parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's employment by the Company, upon the terms and conditions set forth
herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Employment. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth. Executive shall commence employment on October
21, 2002. The parties agree that the terms of this Agreement shall supercede and
replace the Offer Letter, except as specifically provided otherwise in this
Agreement.
1.1 Representations. Executive hereby represents to the Company that
Executive is under no contractual obligation to refrain from working for a
competitor of any prior employer. Executive also hereby represents to the
Company that he knows of no circumstances that would adversely affect his
ability to function effectively in the functions essential to the position of
Executive Vice President, Finance and Investments as described in this
Agreement.
1.2 Employment Term. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2004, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period or
{PAGE}
(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.
1.3 Duties and Responsibilities. During the Employment Term, Executive
shall serve as the Executive Vice President, Finance and Investments of the
Company, or in such other executive positions as the Board of Directors of the
Company (the "Board") determines. Executive shall perform all duties and accept
all responsibilities incident to such position or as may be reasonably assigned
to him by the Chief Executive Officer of the Company or the Board.
1.4 Extent of Service. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.3 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.5 Base Salary. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary") at the annual rate specified in the Offer Letter, payable in
installments at such times as the Company customarily pays its other employees.
Executive's Base Salary shall be reviewed periodically for appropriate increases
by the Board (or a committee of the Board) pursuant to the Board's normal
performance review policies for senior level executives.
1.6 Retirement, Welfare and Other Benefit Plans and Programs. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. The Company's current executive policies and programs
are described in the Offer Letter. Nothing in this Agreement or otherwise shall
prevent the Company from amending or terminating any retirement, welfare or
other employee benefit plans, programs, policies or perquisites from time to
time as the Company deems appropriate.
293576
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and restricted
stock with respect to stock of Nationwide Financial Services, Inc . or any
Affiliate of the Company shall become vested and exercisable on the Termination
Date to the extent that such options and
_____________
Nationwide Financial Services, Inc – such excess benefit shall be paid to
Executive under this Agreement.
(v) All stock options and restricted stock with respect
to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company
that are held by Executive shall become fully vested and exercisable as of the
Termination Date (
_____________
dt 252460
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources
Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Robert A. Rosholt
--------------------
--------------------
or to
_____________
dt 241874
;
| Robert A. Rosholt;
Nationwide Mutual Insurance Company
|
Preview
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| 2001 |
Employment Agreement
Employment Agreement (83K)
Doc #293651: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of June 4,
2001, by and between Nationwide Mutual Insurance Company (the "Company") and
Michael C. Keller ("Executive").
WHEREAS, pursuant to the Offer Letter dated April 18, 2001, between the
Company and Executive (the "Offer Letter"), Executive has agreed to become the
Executive Vice President, Chief Information Officer of the Company. The Offer
Letter is attached as Exhibit A.
WHEREAS, the parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's employment by the Company, upon the terms and conditions set forth
herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth. Executive shall commence employment on a June
4, 2001. The parties agree that the terms of this Agreement shall supercede and
replace the Offer Letter, except as specifically provided otherwise in this
Agreement.
1.1. REPRESENTATIONS. Executive hereby represents to the Company that
Executive is under no contractual obligation to refrain from working for a
competitor of any prior employer. Executive also hereby represents to the
Company that he knows of no circumstances that would adversely affect his
ability to function effectively in the functions essential to the position of
Executive Vice President, Chief Information Officer as described in this
Agreement.
1.2. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until June 4, 2003, unless the Agreement is
terminated sooner in accordance with Section 2 or 3 below. In addition, the term
of the Agreement shall automatically renew for periods of one year unless either
party gives written notice to the other party, at least 60 days prior to the end
of the initial term or at least 60 days prior to the end of any one-year renewal
period, that the Agreement shall not be further extended. The period
{PAGE} 2
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) the end of the then existing initial or renewal period 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.
1.3. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Executive Vice President, Chief Information Officer of the
Company, or in such other executive positions as the Board of Directors of the
Company (the "Board") determines. Executive shall perform all duties and accept
all responsibilities incident to such position or as may be reasonably assigned
to him by the Chief Executive Officer of the Company or the Board.
1.4. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.3 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.5. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate of $375,000 per year, payable in
installments at such times as the Company customarily pays its other employees.
Executive's Base Salary shall be reviewed periodically for appropriate increases
by the Board (or a committee of the Board) pursuant to the Board's normal
performance review policies for senior level executives.
1.6. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. The Company's current executive policies and
293651
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and
restricted stock with respect to stock of Nationwide Financial Services, Inc . or
any Affiliate of the Company shall become vested and exercisable on the
Termination Date to the extent that such options and
_____________
Nationwide Financial Services, Inc – such excess benefit
shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with
respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the
Company that are held by Executive
-9-
{PAGE} 10
shall become fully vested and exercisable as of
_____________
dt 252537
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Michael C. Keller
10542 Mackenzie
_____________
dt 241875
;
| Michael C. Keller;
Nationwide Mutual Insurance Company
|
Preview
Full Doc
| 2000 |
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Employment Agreement (94K)
Doc #293673: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of May 26,
2000, by and between Nationwide Mutual Insurance Company (the "Company") and
W.G. Jurgensen ("Executive").
WHEREAS, pursuant to the Offer Letter dated May 26, 2000, between the
Company and Executive (the "Offer Letter"), Executive has agreed to become the
Chief Executive Officer of the Company, Nationwide Financial Services, Inc.
("NFS") and any other Nationwide entity as directed by the Board of Directors of
the Company (the "Board").
WHEREAS, the parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's employment by the Company, upon the terms and conditions set forth
herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the benefits provided to Executive under this Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth. The parties agree that the terms of this
Agreement shall supersede and replace the Offer Letter.
1.1. REPRESENTATIONS. Executive hereby represents to the Company that
Executive is under no contractual obligation to refrain from working for a
competitor of any prior employer. Executive also hereby represents to the
Company that he knows of no circumstances that would adversely affect his
ability to perform effectively the functions essential to the position of Chief
Executive Officer as described in this Agreement.
1.2. EMPLOYMENT TERM. This Agreement shall be effective as of May 26,
2000 (the "Employment Date"), and shall continue through June 30, 2003, unless
the Agreement is terminated sooner in accordance with Section 2 or 3 below. On
June 30, 2002 and each subsequent June 30, the term of the Agreement shall
automatically renew for successive periods of one year, so that the remaining
term shall always be at least one year, unless either party gives
{PAGE} 2
written notice to the other party, prior to a June 30 renewal date, that the
Agreement shall not be further extended, or unless the Agreement is terminated
sooner in accordance with Section 2 or 3 below. The period commencing on the
Employment 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) the end of
the then existing initial or renewal period 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.
1.3. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Chief Executive Officer of the Company, NFS and any other
Nationwide entity as directed by the Board, and in such other senior executive
positions as the Board determines, and Executive shall report to the Board.
Executive shall be nominated to be a member of the Board and the boards of
directors of NFS and any other Nationwide entity as directed by the Board as
soon as practicable after his Employment Date. Executive shall perform all
duties and accept all responsibilities incident to the foregoing positions or as
may be reasonably assigned to him by the Board.
1.4. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.3 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.5. BASE SALARY. For all the services rendered by Executive hereunder,
the Company shall pay Executive a base salary ("Base Salary") at an annual rate
of $850,000 ($70,833 per month) for the portion of the 2000 calendar year
following his Employment Date. Executive's Base Salary shall be reviewed
periodically after the 2000 calendar year for appropriate increases by the Board
(or a committee of the Board) pursuant to the Board's normal performance review
policies for senior level executives. Executive's annual rate of Base Salary, as
adjusted by the Board, shall be at least $1,000,000 by April 1, 2002, if
Executive remains an employee of the Company. Executive's Base Salary shall be
payable in installments at such times as the Company customarily pays its other
293673
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – May 26, 2000, between the
Company and Executive (the "Offer Letter"), Executive has agreed to become the
Chief Executive Officer of the Company, Nationwide Financial Services, Inc .
("NFS") and any other Nationwide entity as directed by the Board of Directors of
the Company (the "Board").
WHEREAS, the parties desire
_____________
dt 252556
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
-25-
{PAGE} 26
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
W.G. Jurgensen
1551 North
_____________
dt 241876
;
Vedder Price
As referenced in this Employment Agreement:
Vedder, Price – M. Milone
If to Executive, to:
W.G. Jurgensen
1551 North Green Bay Road
Lake Forest, IL 60045
With a required copy to:
Vedder, Price , Kaufman & Kammholz
222 North LaSalle Street, Suite 2600
Chicago, IL 60601
Attention: Robert J. Stucker
or to such other names or addresses
_____________
dt 241680
;
| W.G. Jurgensen;
Nationwide Mutual Insurance Company
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (86K)
Doc #293674: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of July 1,
2000, by and between Nationwide Financial Services, Inc. (the "Company" or
"NFS") and Joseph Gasper ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, or to
cause an Affiliate (as defined in Section 4) to employ Executive, and Executive
hereby accepts such employment and agrees to perform Executive's duties and
responsibilities, in accordance with the terms, conditions and provisions
hereinafter set forth. The term "Company" shall include any Affiliate that
employs Executive.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until June 30, 2003, 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,
2003 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.
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the President and Chief Operating Officer of NFS and Nationwide
Life Insurance Company,
Page 1
{PAGE} 2
or in such other executive positions as the Board of Directors of NFS (the
"Board") determines. Executive shall perform all duties and accept all
responsibilities incident to such position or as may be reasonably assigned to
him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
appropriate.
1.6. REIMBURSEMENT OF EXPENSES. During the Employment Term, Executive
shall be provided with reimbursement of reasonable expenses related to
Executive's employment by the Company on a basis no less favorable than that
which may be authorized from time to time for senior level executives as a
293674
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – TEXT}
{PAGE} 1
EXHIBIT 10-33
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of July 1,
2000, by and between Nationwide Financial Services, Inc . (the "Company" or
"NFS") and Joseph Gasper ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive
_____________
Nationwide Financial Services, Inc – certified mail, as follows (provided that notice of change of
address shall be deemed given only when received):
If to the Company, to:
Nationwide Financial Services, Inc .
One Nationwide Plaza, 1-35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
_____________
NATIONWIDE FINANCIAL SERVICES, INC – laws provisions.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first above written.
NATIONWIDE FINANCIAL SERVICES, INC .
By:
-------------------------------------
W.G. Jurgensen
Chief Executive Officer
-------------------------------------
Joseph Gasper
Page 25
{PAGE} 26
EXHIBIT A
---------
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE
_____________
dt 252557
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
Page 23
{PAGE} 24
If to Executive, to:
Joseph
_____________
dt 241877
;
| Joseph Gasper
|
Preview
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| 2000 |
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Employment Agreement (89K)
Doc #293681: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
John Cook ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, Executive has an offer letter dated April 3, 1997 (the "Offer
Letter"), a copy of which is attached as Exhibit A, which set forth the terms of
Executive's initial employment with the Company, and the parties intend that
this Agreement will not supersede the terms of the Offer Letter as currently
applicable.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2001, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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
{PAGE} 2
Executive grounds to terminate employment for Good Reason (as defined in Section
4) under this Agreement.
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Senior Vice President, Chief Communications Officer of the
Company, or in such other executive positions as the Board of Directors of the
Company (the "Board") determines. Executive shall perform all duties and accept
all responsibilities incident to such position or as may be reasonably assigned
to him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
appropriate. The parties agree that the non-qualified deferred compensation
benefits described in Executive's Offer Letter will be provided to Executive
according to the terms of the Offer Letter, in addition to any benefits payable
under this Agreement.
293681
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and restricted
stock with respect to stock of Nationwide Financial Services, Inc . or any
Affiliate of the Company which were granted after March 5, 1997 shall become
vested and exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess benefit shall be paid to
Executive under this Agreement.
(v) All stock options and restricted stock with respect to
stock of Nationwide Financial Services, Inc . or any Affiliate of the Company
that are held by Executive and were granted after March 5, 1997 shall become
fully vested
_____________
dt 252563
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
John Cook
2433 Edington Road
_____________
dt 241878
;
| John Cook;
Nationwide Mutual Insurance Company
|
Preview
Full Doc
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Employment Agreement
Employment Agreement (94K)
Doc #293682: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Patricia Hatler ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, Executive has an offer letter dated April 21, 1999 (the "Offer
Letter"), a copy of which is attached as Exhibit A, which set forth the terms of
Executive's initial employment with the Company, and the parties intend that
this Agreement will not supersede the terms of the Offer Letter as currently
applicable.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2001, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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
{PAGE} 2
Executive grounds to terminate employment for Good Reason (as defined in Section
4) under this Agreement.
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Senior Vice President, General Counsel of the Company, or in
such other executive positions as the Board of Directors of the Company (the
"Board") determines. Executive shall perform all duties and accept all
responsibilities incident to such position or as may be reasonably assigned to
him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
293682
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and restricted stock
with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of
the Company which were granted after March 5, 1997 shall become vested and
exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess benefit shall be paid to
Executive under this Agreement.
(v) All stock options and restricted stock with respect to
stock of Nationwide Financial Services, Inc . or any Affiliate of the Company
that are held by Executive and were granted after March 5, 1997 shall become
fully vested
_____________
dt 252564
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President-Chief Human Resources Officer
Senior Vice President-General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Patricia Hatler
170 North Drexel
_____________
dt 241879
;
| Nationwide Mutual Insurance Company;
Patricia Hatler
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (82K)
Doc #293683: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Richard Headley ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2001, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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.
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Executive Vice President, Chief Information Technology
Officer of the Company, or in
{PAGE} 2
such other executive positions as the Board of Directors of the Company (the
"Board") determines. Executive shall perform all duties and accept all
responsibilities incident to such position or as may be reasonably assigned to
him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
appropriate.
1.6. REIMBURSEMENT OF EXPENSES. During the Employment Term, Executive
shall be provided with reimbursement of reasonable expenses related to
Executive's employment by the Company on a basis no less favorable than that
which may be authorized from time to time for senior level executives as a
group.
1.7. INCENTIVE COMPENSATION. During the Employment Term, Executive
shall be entitled to participate in all short-term and long-term incentive
programs established by the
293683
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and restricted
stock with respect to stock of Nationwide Financial Services, Inc . or any
Affiliate of the Company which were granted after March 5, 1997 shall become
vested and exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess benefit shall be paid to
Executive under this Agreement.
(v) All stock options and restricted stock with respect to
stock of Nationwide Financial Services, Inc . or any Affiliate of the Company
that are held by Executive
-9-
{PAGE} 10
and were granted after March 5, 1997 shall
_____________
dt 252565
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Richard Headley
6158 Inverurie Drive
_____________
dt 241880
;
| Nationwide Mutual Insurance Company;
Richard Headley
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (83K)
Doc #293684: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Donna James ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2001, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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.
{PAGE} 2
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Senior Vice President, Chief Human Resources Officer of the
Company, or in such other executive positions as the Board of Directors of the
Company (the "Board") determines. Executive shall perform all duties and accept
all responsibilities incident to such position or as may be reasonably assigned
to him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
appropriate.
1.6. REIMBURSEMENT OF EXPENSES. During the Employment Term, Executive
shall be provided with reimbursement of reasonable expenses related to
Executive's employment by the Company on a basis no less favorable than that
which may be authorized from time to time for senior level executives as a
293684
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and
restricted stock with respect to stock of Nationwide Financial Services, Inc . or
any Affiliate of the Company which were granted after March 5, 1997 shall become
vested and exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess benefit
shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with
respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the
Company that are held by Executive
-9-
{PAGE} 10
and were granted after March 5, 1997 shall
_____________
dt 252566
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Donna James
369 Jackson Street
_____________
dt 241881
;
| Nationwide Mutual Insurance Company;
Donna James
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (91K)
Doc #293685: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Gregory Lashutka ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, Executive has an offer letter dated May 27, 1999 (the "Offer
Letter"), a copy of which is attached as Exhibit A, which set forth the terms of
Executive's initial employment with the Company, and the parties intend that
this Agreement will not supersede the terms of the Offer Letter as currently
applicable.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2000, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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
{PAGE} 2
Executive grounds to terminate employment for Good Reason (as defined in Section
4) under this Agreement.
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Senior Vice President, Corporate Relations of the Company, or
in such other executive positions as the Board of Directors of the Company (the
"Board") determines. Executive shall perform all duties and accept all
responsibilities incident to such position or as may be reasonably assigned to
him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
293685
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and
restricted stock with respect to stock of Nationwide Financial Services, Inc . or
any Affiliate of the Company which were granted after March 5, 1997 shall become
vested and exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess
benefit shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with
respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the
Company that are held by Executive and were granted after March 5, 1997 shall
become fully vested
_____________
dt 252567
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Gregory Lashutka
729 Mohawk Street
_____________
dt 241882
;
| Nationwide Mutual Insurance Company;
Gregory Lashutka
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (83K)
Doc #293686: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Robert Oakley ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2001, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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.
{PAGE} 2
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Executive Vice President, Chief Financial Officer of the
Company, or in such other executive positions as the Board of Directors of the
Company (the "Board") determines. Executive shall perform all duties and accept
all responsibilities incident to such position or as may be reasonably assigned
to him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
appropriate.
1.6. REIMBURSEMENT OF EXPENSES. During the Employment Term, Executive
shall be provided with reimbursement of reasonable expenses related to
Executive's employment by the Company on a basis no less favorable than that
which may be authorized from time to time for senior level executives as a
293686
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and
restricted stock with respect to stock of Nationwide Financial Services, Inc . or
any Affiliate of the Company which were granted after March 5, 1997 shall become
vested and exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess benefit
shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with
respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the
Company that are held by Executive
-9-
{PAGE} 10
and were granted after March 5, 1997 shall
_____________
dt 252568
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – 35-03
Columbus, OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Robert Oakley
940 Robbins Way
_____________
dt 241883
;
| Nationwide Mutual Insurance Company;
Robert Oakley
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (83K)
Doc #293687: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of January
1, 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Robert Woodward ("Executive").
WHEREAS, both parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's continued employment by the Company, upon the terms and conditions
set forth herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the additional benefits provided to Executive under this
Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1.1. EMPLOYMENT TERM. This Agreement shall be effective as of the date
set forth above, and shall continue until December 31, 2001, unless the
Agreement is terminated sooner in accordance with Section 2 or 3 below. In
addition, the term of the Agreement shall automatically renew for periods of one
year unless either party gives written notice to the other party, at least 60
days prior to the end of the initial term or at least 60 days prior to the end
of any one-year renewal period, that the Agreement shall not be further
extended. 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) the end of the then existing initial or renewal
period 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.
1.2. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Executive Vice President, Chief Investment Officer of the
Company, or in such other
-1-
{PAGE} 2
executive positions as the Board of Directors of the Company (the "Board")
determines. Executive shall perform all duties and accept all responsibilities
incident to such position or as may be reasonably assigned to him by the Board.
1.3. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.4. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate in effect on the date on this Agreement,
payable in installments at such times as the Company customarily pays its other
employees. Executive's Base Salary shall be reviewed periodically for
appropriate increases by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
1.5. RETIREMENT, WELFARE AND OTHER BENEFIT PLANS AND PROGRAMS. During
the Employment Term, Executive shall be entitled to participate in all employee
retirement and welfare benefit plans and programs made available to the
Company's senior level executives as a group, as such retirement and welfare
plans may be in effect from time to time and subject to the eligibility
requirements of such plans. During the Employment Term, Executive shall be
provided with a Company automobile and other executive fringe benefits and
perquisites under the same terms as those made available to the Company's senior
level executives as a group, as such programs may be in effect from time to
time. During the Employment Term, Executive shall be entitled to vacation and
sick leave in accordance with the Company's vacation, holiday and other pay for
time not worked policies. Nothing in this Agreement shall prevent the Company
from amending or terminating any retirement, welfare or other employee benefit
plans, programs, policies or perquisites from time to time as the Company deems
appropriate.
1.6. REIMBURSEMENT OF EXPENSES. During the Employment Term, Executive
shall be provided with reimbursement of reasonable expenses related to
Executive's employment by the Company on a basis no less favorable than that
which may be authorized from time to time for senior level executives as a
group.
1.7. INCENTIVE COMPENSATION. During the Employment Term, Executive
shall be entitled to participate in all short-term and long-term incentive
293687
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and
restricted stock with respect to stock of Nationwide Financial Services, Inc . or
any Affiliate of the Company which were granted after March 5, 1997 shall become
vested and exercisable on the Termination Date
_____________
Nationwide Financial Services, Inc – such excess benefit
shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with
respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the
Company that are held by Executive and were granted after March 5, 1997 shall
become fully vested
_____________
dt 252569
;
Lane Powell
As referenced in this Employment Agreement:
Lane
Powell – Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Robert Woodward
431 Cardinal Hill Lane
Powell , OH 43065
or to such other names or addresses as the Company or Executive, as the case may
be, shall designate by
_____________
dt 234601
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
-21-
{PAGE} 22
Senior Vice President - General Counsel
With a required copy to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone
If to Executive, to:
Robert Woodward
431 Cardinal Hill
_____________
dt 241884
;
| Nationwide Mutual Insurance Company;
Robert Woodward
|
Preview
Full Doc
| 2000 |
Employment Agreement
Employment Agreement (97K)
Doc #293688: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of August
11 2000, by and between Nationwide Mutual Insurance Company (the "Company") and
Michael Helfer ("Executive").
WHEREAS, pursuant to the Offer Letter dated June 15, 2000, between the
Company and Executive (the "Offer Letter"), Executive has agreed to become the
Executive Vice President-Corporate Development of the Company.
WHEREAS, the parties desire to enter into an agreement to reflect
Executive's executive capacities in the Company's business and to provide for
Executive's employment by the Company, upon the terms and conditions set forth
herein.
WHEREAS, Executive has agreed to certain confidentiality,
non-competition and non-solicitation covenants contained hereunder, in
consideration of the benefits provided to Executive under this Agreement.
WHEREAS, certain capitalized terms shall have the meanings given those
terms in Section 4 of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby accepts such employment and agrees to perform Executive's
duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth. Executive shall commence employment on a date
(not later than August 15, 2000) to be mutually agreed upon by the Company and
Executive. Executive's first day of employment is referred to as the "Employment
Date." The parties agree that the terms of this Agreement shall supersede and
replace the Offer Letter. The parties further agree that Exhibit A hereto
describes the key components of the executive compensation package, and that the
terms of both the Agreement and the Exhibit A apply and that if and to the
extent the provisions of this Agreement and Exhibit A are inconsistent the more
generous to Executive shall apply so that Executive receives the full benefits
of the key components of his compensation package as set forth on Exhibit A and
in this Agreement.
1.1. REPRESENTATIONS. Executive hereby represents to the Company that
Executive is under no contractual obligation to refrain from working for a
competitor of any prior employer. Executive also hereby represents to the
Company that he knows of no circumstances that would adversely affect his
ability to function effectively in the functions essential to the position of
Executive Vice President-Corporate Development as described in this Agreement.
Page 1
{PAGE} 2
1.2. EMPLOYMENT TERM. This Agreement shall be effective as of the
Employment Date and shall continue until the third anniversary of the Employment
Date, unless the Agreement is terminated sooner in accordance with Section 2 or
3 below. In addition, the term of the Agreement shall automatically renew for
periods of one year unless either party gives written notice to the other party,
at least 60 days prior to the end of the initial term or at least 60 days prior
to the end of any one-year renewal period, that the Agreement shall not be
further extended. The period commencing on the Employment 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) the end of the then existing initial
or renewal period 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.
1.3. DUTIES AND RESPONSIBILITIES. During the Employment Term, Executive
shall serve as the Executive Vice President-Corporate Development of the
Company, or in such other executive positions as the Board of Directors of the
Company (the "Board") determines. Executive shall report to the Chief Executive
Officer of the Company and shall perform all duties and accept all reasonable
responsibilities incident to such position or as may be reasonably assigned to
him by the Chief Executive Officer or the Board.
1.4. EXTENT OF SERVICE. During the Employment Term, Executive agrees to
use Executive's full and best efforts to carry out Executive's duties and
responsibilities under Section 1.2 hereof with the highest degree of loyalty and
the highest standards of care and, consistent with the other provisions of this
Agreement, Executive agrees to devote substantially all of Executive's business
time, attention and energy thereto. The foregoing shall not be construed as
preventing Executive from making investments in other businesses or enterprises,
provided that Executive agrees not to become engaged in any other business
activity which, in the reasonable judgment of the Board, is likely to interfere
with Executive's ability to discharge Executive's duties and responsibilities to
the Company. The Executive will not serve on the board of directors of an entity
unrelated to the Company (other than a non-profit charitable organization)
without the consent of the Board.
1.5. BASE SALARY. During the Employment Term, for all the services
rendered by Executive hereunder, the Company shall pay Executive a base salary
("Base Salary"), at the annual rate of $450,000 per year, payable in
installments at such times as the Company customarily pays its other employees.
Executive's Base Salary shall be reviewed periodically for appropriate increases
(but not decreases) by the Board (or a committee of the Board) pursuant to the
Board's normal performance review policies for senior level executives.
293688
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – amount shall be paid to Executive under this Agreement.
(v) Executive's outstanding stock options and
restricted stock with respect to stock of Nationwide Financial Services, Inc . or
any Affiliate of the Company shall become vested and exercisable on the
Termination Date to the extent that such options and
_____________
Nationwide Financial Services, Inc – such excess benefit
shall be paid to Executive under this Agreement.
(v) All stock options and restricted stock with
respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the
Company that are held by Executive shall become fully vested and exercisable as
of the Termination Date (
_____________
dt 252570
;
Morgan Lewis
As referenced in this Employment Agreement:
Morgan, Lewis – OH 43215
Attention: Senior Vice President - Chief Human Resources Officer
Senior Vice President - General Counsel
With a required copy (not constituting notice) to:
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
Attention: Francis M. Milone, Esquire
Page 23
{PAGE} 24
If to Executive, to:
_____________
dt 241885
;
Williams
As referenced in this Employment Agreement:
Williams & Connolly – 23
{PAGE} 24
If to Executive, to:
Michael Helfer
1336 31st Street
Washington, DC 20007
With a required copy (not constituting notice) to:
Williams & Connolly LLP
725 Twelfth Street, NW
Washington, DC 20005-5901
Attention: Robert B. Barnett, Esquire
or to such other names or addresses as the
_____________
dt 241754
;
| Nationwide Mutual Insurance Company;
Michael Helfer
|
Preview
Full Doc
| 2007 |
Employment Agreement
Employment Agreement (70K)
Doc #2723686: Click preview link for longer preview.
10/31/2006
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the �Agreement�) is entered into as of October 16, 2006, by and between Nationwide Mutual Insurance Company (the �Company�) and James Lyski (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration . . .
2723686
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess amount shall be paid to Executive under this Agreement.
(v) Executives outstanding stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company which
4
are granted after the date of this Agreement shall become vested and exercisable on the Termination Date to the extent that
_____________
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess benefit shall be paid to Executive under this Agreement.
8
(v) All stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company that are held by Executive and are granted after the date of this Agreement shall become fully vested and exercisable as of the
_____________
dt 1716895
| |
Preview
Full Doc
| 2007 |
Employment Agreement
Employment Agreement (70K)
Doc #2723744: Click preview link for longer preview.
10/31/2006
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the �Agreement�) is entered into as of October 16, 2006, by and between Nationwide Mutual Insurance Company (the �Company�) and James Lyski (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration . . .
2723744
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess amount shall be paid to Executive under this Agreement.
(v) Executives outstanding stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company which
4
are granted after the date of this Agreement shall become vested and exercisable on the Termination Date to the extent that
_____________
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess benefit shall be paid to Executive under this Agreement.
8
(v) All stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company that are held by Executive and are granted after the date of this Agreement shall become fully vested and exercisable as of the
_____________
dt 1716897
| |
Preview
Full Doc
| 2007 |
Employment Agreement
Employment Agreement (70K)
Doc #2727816: Click preview link for longer preview.
10/31/2006
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the �Agreement�) is entered into as of October 16, 2006, by and between Nationwide Mutual Insurance Company (the �Company�) and James Lyski (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration . . .
2727816
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess amount shall be paid to Executive under this Agreement.
(v) Executives outstanding stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company which
4
are granted after the date of this Agreement shall become vested and exercisable on the Termination Date to the extent that
_____________
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess benefit shall be paid to Executive under this Agreement.
8
(v) All stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company that are held by Executive and are granted after the date of this Agreement shall become fully vested and exercisable as of the
_____________
dt 1716898
| |
Preview
Full Doc
| 2007 |
Employment Agreement
Employment Agreement (70K)
Doc #2733819: Click preview link for longer preview.
10/31/2006
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the �Agreement�) is entered into as of October 16, 2006, by and between Nationwide Mutual Insurance Company (the �Company�) and James Lyski (�Executive�).
WHEREAS, the parties desire to enter into an agreement to reflect Executive�s executive capacities in the Company�s business and to provide for Executive�s employment by the Company, upon the terms and conditions set forth herein.
WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration . . .
2733819
|
NFS
As referenced in this Employment Agreement:
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess amount shall be paid to Executive under this Agreement.
(v) Executives outstanding stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company which
4
are granted after the date of this Agreement shall become vested and exercisable on the Termination Date to the extent that
_____________
Nationwide Financial Services, Inc – respect to the foregoing awards, any such excess benefit shall be paid to Executive under this Agreement.
8
(v) All stock options and restricted stock with respect to stock of Nationwide Financial Services, Inc . or any Affiliate of the Company that are held by Executive and are granted after the date of this Agreement shall become fully vested and exercisable as of the
_____________
dt 1716901
| |
Preview
Full Doc
| 2002 |
Exchange Agreement
Exchange Agreement (94K)
Doc #293607: Click preview link for longer preview.
EXCHANGE AGREEMENT
Dated as of May 22, 2002
by and between
Nationwide Financial Services, Inc.
and
Nationwide CORPORATION
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C} {C}
SECTION 1. CERTAIN DEFINITIONS........................................................................2
1.1 Definitions....................................................................................2
SECTION 2. EXCHANGE; NSI CLOSING; CLOSING; EXCHANGE PRICE ADJUSTMENT..................................7
2.1 Exchange.......................................................................................7
2.2 NSI Closing; Closing...........................................................................7
2.3 Exchange Price Adjustment......................................................................8
SECTION 3. REPRESENTATIONS AND WARRANTIES OF NFS......................................................8
3.1 Capacity of NFS................................................................................8
3.2 Authority Relative to this Agreement...........................................................8
3.3 No Violation...................................................................................9
3.4 Organization, Qualification, and Subsidiaries..................................................9
3.5 Investments....................................................................................9
3.6 Capitalization of GGI and NSI; Title to the Shares............................................10
3.7 Employee Benefit Plans........................................................................10
3.8 No Conflict; Government Filings...............................................................10
3.9 Financial Statements..........................................................................11
3.10 Books and Records.............................................................................12
3.11 Compliance with Laws; Permits.................................................................12
3.12 Litigation....................................................................................13
3.13 Labor Relations and Employment................................................................13
3.14 Broker's or Finder's Fees.....................................................................13
SECTION 4. REPRESENTATIONS AND WARRANTIES OF NW CORP.................................................14
4.1 Capacity of NW Corp...........................................................................14
4.2 Validity and Execution of Agreement...........................................................14
4.3 No Conflict...................................................................................14
4.4 Broker's or Finder's Fees.....................................................................15
4.5 Litigation....................................................................................15
4.6 Investment Representation.....................................................................15
4.7 Share Consideration...........................................................................15
{/TABLE}
-i-
{PAGE}
TABLE OF CONTENTS
(continued)
{TABLE}
{CAPTION}
PAGE
----
{S} {C} {C}
SECTION 5. NFS' PRE-CLOSING COVENANTS................................................................15
5.1 General.......................................................................................15
5.2 Notices and Consents..........................................................................15
5.3 Conduct of Business...........................................................................15
5.4 Notice of Developments........................................................................16
5.5 Exclusivity...................................................................................16
5.6 Maintenance of Records........................................................................16
5.7 Compliance with Laws..........................................................................16
5.8 Continued Effectiveness of Representations and Warranties.....................................16
5.9 Transfer of NSI Common Shares.................................................................16
5.10 GGI Reorganization............................................................................16
SECTION 6. PRE-CLOSING COVENANTS OF NW CORP..........................................................17
6.1 General.......................................................................................17
6.2 Notice of Developments........................................................................17
6.3 Notices and Consents..........................................................................17
SECTION 7. CONDITIONS TO OBLIGATIONS OF NFS..........................................................17
7.1 Accuracy of Representations and Warranties....................................................17
7.2 Performance by NW Corp........................................................................17
7.3 Legal Challenge...............................................................................17
7.4 Approvals; No Prohibition.....................................................................18
7.5 Marketing Agreement...........................................................................18
7.6 Opinion of Financial Advisor..................................................................18
7.7 Opinion of Tax Advisor........................................................................18
SECTION 8. CONDITIONS TO OBLIGATIONS OF NW CORP......................................................18
8.1 Accuracy of Representations and Warranties....................................................18
8.2 Performance by NFS............................................................................18
8.3 Legal Challenge...............................................................................18
8.4 Approvals; No Prohibition.....................................................................18
8.5 Marketing Agreement...........................................................................19
8.6 Opinion of Financial Advisor..................................................................19
{/TABLE}
-ii-
{PAGE}
TABLE OF CONTENTS
(continued)
{TABLE}
{CAPTION}
PAGE
----
{S} {C} {C}
SECTION 9. ACTIONS AT THE NSI CLOSING AND CLOSING BY NFS.............................................19
SECTION 10. ACTIONS AT THE NSI CLOSING AND CLOSING BY NW CORP.........................................19
SECTION 11. TAX MATTERS...............................................................................20
11.1 Payment of Transaction Taxes..................................................................20
11.2 Cooperation...................................................................................20
11.3 Section 355 of the Code; Further Assurances...................................................20
11.4 Tax Sharing Agreement.........................................................................20
11.5 Allocation....................................................................................20
11.6 Indemnification...............................................................................20
SECTION 12. TERMINATION AND REMEDIES..................................................................21
12.1 Termination of Agreement......................................................................21
SECTION 13. GENERAL SURVIVAL; INDEMNIFICATION.........................................................21
13.1 Survival of Representations...................................................................21
13.2 Indemnification...............................................................................22
SECTION 14. GENERAL PROVISIONS........................................................................24
14.1 Expenses......................................................................................24
14.2 Execution in Counterparts; Binding Effect.....................................................24
14.3 Governing Law.................................................................................24
14.4 Notices.......................................................................................24
14.5 Titles and Headings...........................................................................25
14.6 Successors and Assigns........................................................................25
14.7 No Third Party Beneficiaries..................................................................25
14.8 Entire Agreement..............................................................................25
14.9 Waivers and Amendments........................................................................26
14.10 Severability..................................................................................26
14.11 Confidentiality and Announcements.............................................................26
14.12 Specific Performance..........................................................................26
{/TABLE}
-iii-
{PAGE}
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (together with the Disclosure Schedule and
Annexes hereto, the "Agreement") is made and entered into as of this 22nd day of
May, 2002, by and between Nationwide Financial Services, Inc., a Delaware
corporation ("NFS"), and Nationwide Corporation, an Ohio corporation ("NW
Corp.").
WHEREAS, NW Corp. currently owns all of the outstanding shares of the
Class B Common Stock (the "NFS Common Stock") of NFS.
WHEREAS, NFS currently owns: (i) 958,750 shares of common stock (the
"GGI Common Shares") of Gartmore Global Investments, Inc., a Delaware
corporation ("GGI"); and (ii) 500,000 shares of preferred stock (the "GGI
Preferred Shares") of GGI.
WHEREAS, Nationwide Life Insurance Company, a wholly-owned Subsidiary
of NFS ("NW Life"), currently owns 7,676 shares of the common stock (the "NSI
Common Shares") of Nationwide Securities, Inc., an Ohio corporation ("NSI").
WHEREAS, prior to NSI Closing (as defined in Section 1.1 below), NW
Life will distribute the NSI Common Shares to NFS.
WHEREAS, in exchange for the shares of NFS comprising the Share
Consideration (as defined in SECTION 1.1 below), NFS desires to transfer to NW
Corp., and NW Corp. desires to accept from NFS, the GGI Common Shares, the GGI
Preferred Shares, and the NSI Common Shares (collectively, the "Shares"), on the
terms and conditions set forth in this Agreement.
WHEREAS, NFS and NW Corp. intend that the exchange and other
transactions contemplated by this Agreement (collectively, the "Exchange") shall
result in no gain or loss to NFS or NW Corp. for federal income tax purposes
under Section 355 of the Code (as defined in Section 1.1 below).
WHEREAS, the Special Committee of the Board of Directors of NFS has
recommended that the Board of Directors of NFS approve the Exchange.
WHEREAS, the Board of Directors of NFS has determined that the Exchange
is in the best interest of NFS and its stockholders and has approved the
Exchange.
NOW, THEREFORE, in consideration of the premises and the mutual terms,
conditions, and other agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties agree as follows:
SECTION 1.
CERTAIN DEFINITIONS
1.1 DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings set forth below (definitions are applicable to both the
singular and plural forms of each term defined in this Section):
{PAGE}
"AFFILIATE" means a Person that, directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with
another Person or beneficially that owns or has the power to vote or direct the
vote of ten percent (10%) or more of the voting stock (or any other form of
general partnership, limited partnership, or voting equity interest in the case
of a Person that is not a corporation) of such Person. For purposes of this
definition, "control", including the terms "controlling" and "controlled", means
the power to direct the management and policies of a Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
credit agreement, as trustee, partner, or executor or otherwise.
"AGREEMENT" has the meaning set forth in the preamble to this
Agreement.
"APPLICABLE ENTITIES" means each of GGI, its Subsidiaries, and NSI.
293607
|
NFS
As referenced in this Exchange Agreement:
Nationwide Financial Services, Inc – FILENAME}l95566aexv10w39.txt
{DESCRIPTION}EXHIBIT 10.39
{TEXT}
{PAGE}
EXHIBIT 10.39
EXCHANGE AGREEMENT
Dated as of May 22, 2002
by and between
Nationwide Financial Services, Inc .
and
Nationwide CORPORATION
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C} {C}
SECTION 1. CERTAIN DEFINITIONS........................................................................2
1.1 Definitions....................................................................................2
_____________
Nationwide Financial Services, Inc – Disclosure Schedule and
Annexes hereto, the "Agreement") is made and entered into as of this 22nd day of
May, 2002, by and between Nationwide Financial Services, Inc ., a Delaware
corporation ("NFS"), and Nationwide Corporation, an Ohio corporation ("NW
Corp.").
WHEREAS, NW Corp. currently owns all of the outstanding shares
_____________
Nationwide Financial Services, Inc – Pogue
41 South High Street, Suite 1900
Columbus, Ohio 43215
Attention: Randall M. Walters, Esq.
Facsimile: 614-461-4198
(ii) If to NFS: Nationwide Financial Services, Inc .
One Nationwide Plaza
Columbus, Ohio 43215
Attention: Mark R. Thresher, Senior Vice President of Finance
Facsimile: 614-249-9351
with a copy
_____________
NATIONWIDE FINANCIAL SERVICES, INC – PAGE FOLLOWS]
25
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement, all as of
the day and year first above written.
NATIONWIDE FINANCIAL SERVICES, INC .
By:
--------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
NATIONWIDE CORPORATION
By:
--------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
26
{/TEXT}
{/DOCUMENT}
_____________
dt 252491
;
Bear, Stearns
As referenced in this Exchange Agreement:
Bear, Stearns & Co. – the transactions contemplated hereby.
4.4 BROKER'S OR FINDER'S FEES. No broker, investment banker, financial
advisor or other person, other than Bear, Stearns & Co. , Inc., the fees and
expenses of which will be paid by NW Mutual, is entitled to any broker's,
finder's, financial
_____________
Bear, Stearns & Co. – Agreement.
8.6 OPINION OF FINANCIAL ADVISOR. The Boards of Directors of NW Mutual
and NW Corp. shall have received the opinion of Bear, Stearns & Co. , Inc., dated
on or prior to the date hereof, to the effect that, as of such date, the
consideration to be transferred
_____________
dt 246526
;
UBS Warburg
As referenced in this Exchange Agreement:
UBS Warburg LLC – 1) of
the Code).
3.14 BROKER'S OR FINDER'S FEES. No broker, investment banker, financial
advisor or other person, other than UBS Warburg LLC , the fees and expenses of
which will be paid by NFS, is entitled to any broker's, finder's, financial
advisor's
_____________
UBS Warburg LLC – Agreement.
7.6 OPINION OF FINANCIAL ADVISOR. The Special Committee of the Board of
Directors of NFS shall have received the opinion of UBS Warburg LLC , dated on or
prior to the date hereof, to the effect that, as of such date, the consideration
to be received by
_____________
dt 246442
;
|
Jones Day
As referenced in this Exchange Agreement:
Jones, Day – at 10:00 a.m., New York time, on the date of the NSI Closing and the
Closing, respectively, at the offices of Jones, Day , Reavis & Pogue, 41 South
High Street, Suite 1900, Columbus, Ohio, or at such other time, date, and place
as shall be mutually
_____________
Jones, Day – 35-16
Columbus, Ohio 43215
Attention: Roger A. Craig, Associate Vice President -
Associate General Counsel
Facsimile: 614-249-2418
with a copy to: Jones, Day , Reavis & Pogue
41 South High Street, Suite 1900
Columbus, Ohio 43215
Attention: Randall M. Walters, Esq.
Facsimile: 614-461-4198
(ii) If
_____________
dt 250885
;
Swidler Berlin
As referenced in this Exchange Agreement:
Swidler Berlin Shereff Friedman – One Nationwide Plaza
Columbus, Ohio 43215
Attention: Mark R. Thresher, Senior Vice President of Finance
Facsimile: 614-249-9351
with a copy to: Swidler Berlin Shereff Friedman , LLP
405 Lexington Avenue
New York, New York 10174
Attention: Charles I. Weissman, Esq.
Facsimile: 212-891-9598
{/TABLE}
(b) Notices or
_____________
dt 241611
;
Nationwide Corporation
|
Preview
Full Doc
| 2007 |
First Supplemental Indenture
First Supplemental Indenture (119K)
Doc #2895142: Click preview link for longer preview.
NATIONWIDE FINANCIAL SERVICES, INC.
AND
WILMINGTON TRUST COMPANY
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 18, 2007
to the
INDENTURE
Dated as of May 18, 2007
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions
1
ARTICLE 2
TERMS OF SERIES OF SECURITIES
Section 2.01. Terms of Series of Securities
19
ARTICLE 3
. . .
2895142
|
NFS
As referenced in this First Supplemental Indenture:
NATIONWIDE FINANCIAL SERVICES, INC – First Supplemental Indenture
EX-4.2 3 dex42.htm FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.2
NATIONWIDE FINANCIAL SERVICES, INC .
AND
WILMINGTON TRUST COMPANY
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 18, 2007
to the
INDENTURE
Dated as of May 18, 2007
TABLE OF CONTENTS
PAGE
ARTICLE
_____________
NATIONWIDE FINANCIAL SERVICES, INC – Representation by Trustee
40
Section 5.08. No Consent Required for Amendments to Achieve Consistency.
40
i
FIRST SUPPLEMENTAL INDENTURE, dated as of May 18, 2007 (the Supplemental Indenture), between NATIONWIDE FINANCIAL SERVICES, INC ., a Delaware corporation (the Company) having its principal office at One Nationwide Plaza, Columbus, Ohio 43215, and WILMINGTON TRUST COMPANY, as Trustee (the Trustee).
WITNESSETH:
WHEREAS, the Company and
_____________
NATIONWIDE FINANCIAL SERVICES, INC – one and the same instrument.
40
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Name:
Title:
WILMINGTON TRUST COMPANY, as
Trustee
By:
Name:
Title:
Annex A
[Form of Note]
FACE OF SECURITY
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
_____________
NATIONWIDE FINANCIAL SERVICES, INC – TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*
NATIONWIDE FINANCIAL SERVICES, INC .
6.75% Fixed-To-Floating Rate Junior Subordinated Note
No.
$400,000,000
CUSIP No. 638612AJ0
ISIN US638612AJ06
NATIONWIDE FINANCIAL SERVICES, INC., a corporation organized and existing under the
_____________
NATIONWIDE FINANCIAL SERVICES, INC – HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*
NATIONWIDE FINANCIAL SERVICES, INC.
6.75% Fixed-To-Floating Rate Junior Subordinated Note
No.
$400,000,000
CUSIP No. 638612AJ0
ISIN US638612AJ06
NATIONWIDE FINANCIAL SERVICES, INC ., a corporation organized and existing under the laws of Delaware (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received,
_____________
dt 1716910
| |
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Full Doc
| 2004 |
Five-Year Credit Agreement
Five-Year Credit Agreement (217K)
Doc #293539: Click preview link for longer preview.
FIVE YEAR CREDIT AGREEMENT
DATED AS OF MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC.
AND
CITIGROUP GLOBAL . . .
293539
|
NFS
As referenced in this Five-Year Credit Agreement:
NATIONWIDE FINANCIAL SERVICES, INC – AGREEMENT
Exhibit 10.2
FIVE YEAR CREDIT AGREEMENT
DATED AS OF MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC .,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA,
_____________
Nationwide Financial Services, Inc – CREDIT AGREEMENT
This Five Year Credit Agreement, dated as of May 17, 2004, is among Nationwide Mutual Insurance Company, Nationwide Life Insurance Company, Nationwide Financial Services, Inc ., the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto
_____________
Nationwide Financial Services, Inc – Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).
NFS means Nationwide Financial Services, Inc ., a Delaware corporation.
Non-U.S. Lender is defined in Section 3.5(d).
Notes means, collectively, all of the Competitive Bid
_____________
NATIONWIDE FINANCIAL SERVICES, INC – Treasurer
One Nationwide Plaza 1-32-06
Columbus, Ohio 43215-2220
Attention: Carol L. Dove
Telephone: (614) 249-6963
FAX: (614) 249-2739
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Carol L. Dove
Title:
Vice President Assistant Treasurer
One Nationwide Plaza 1-32-06
Columbus, Ohio 43215-2220
Attention: Carol L.
_____________
Nationwide Financial Services, Inc – Institution Distributors Insurance Agency, Inc. of Massachusetts
Nationwide Financial Services (Bermuda) Ltd.
Nationwide Financial Services Capital Trust
Nationwide Financial Services Capital Trust II
Nationwide Financial Services, Inc .
Nationwide Financial Sp. z o.o
Nationwide Foundation
Nationwide General Insurance Company
Nationwide Global Finance, LLC
Nationwide Global Funds
Nationwide Global Holdings,
_____________
dt 252427
;
ABN AMRO Bank
As referenced in this Five-Year Credit Agreement:
ABN AMRO BANK N.V., – COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC
_____________
ABN AMRO BANK N.V., – FIVE YEAR CREDIT AGREEMENT]
CITICORP USA, INC., as Syndication Agent and as a Lender
By:
Title:
S-3
[TO FIVE YEAR CREDIT AGREEMENT]
ABN AMRO BANK N.V., as Documentation
Agent and as a Lender
By:
Title:
By:
Title:
S-4
[TO FIVE YEAR CREDIT AGREEMENT]
BANK OF AMERICA, N.
_____________
ABN AMRO Bank N.V.
– the lower of the two levels.
SCHEDULE I
COMMITMENTS
Lender
Commitment
Bank One, NA
66,500,000
Citicorp USA, Inc.
66,500,000
ABN AMRO Bank N.V.
53,900,000
Bank of America, N.A.
53,900,000
KeyBank National Association
53,900,000
The Bank of New York
_____________
dt 237713
;
Citicorp USA
As referenced in this Five-Year Credit Agreement:
CITICORP USA, INC – MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC .,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
_____________
CITICORP USA, INC – 0085
Chicago, Illinois 60670
Attention: Cynthia W. Priest
Telephone: (312) 732-9565
FAX: (312) 732-4033
S-2
[TO FIVE YEAR CREDIT AGREEMENT]
CITICORP USA, INC ., as Syndication Agent and as a Lender
By:
Title:
S-3
[TO FIVE YEAR CREDIT AGREEMENT]
ABN AMRO BANK N.V., as
_____________
Citicorp USA, Inc – level which is one level above the lower of the two levels.
SCHEDULE I
COMMITMENTS
Lender
Commitment
Bank One, NA
66,500,000
Citicorp USA, Inc .
66,500,000
ABN AMRO Bank N.V.
53,900,000
Bank of America, N.A.
53,900,000
KeyBank National Association
_____________
dt 247949
;
|
Banc One Capital
As referenced in this Five-Year Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC .
AND
CITIGROUP GLOBAL MARKETS INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
1
TABLE OF CONTENTS
Section
Page
ARTICLE I DEFINITIONS
_____________
Banc One Capital Markets, Inc – Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.
BOCM means Banc One Capital Markets, Inc .
Borrowers means, collectively, Nationwide Mutual, Nationwide Life and NFS, and their respective successors and assigns.
Borrowing Date means a date on which
_____________
dt 252661
;
BofA
As referenced in this Five-Year Credit Agreement:
BANK OF AMERICA, N.A. – NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A. ,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC.
AND
_____________
BANK OF AMERICA, N.A. – ABN AMRO BANK N.V., as Documentation
Agent and as a Lender
By:
Title:
By:
Title:
S-4
[TO FIVE YEAR CREDIT AGREEMENT]
BANK OF AMERICA, N.A. , as Documentation Agent and as a Lender
By:
Title:
S-5
[TO FIVE YEAR CREDIT AGREEMENT]
KEYBANK NATIONAL ASSOCIATION, as
Documentation Agent
_____________
Bank of America, N.A. – COMMITMENTS
Lender
Commitment
Bank One, NA
66,500,000
Citicorp USA, Inc.
66,500,000
ABN AMRO Bank N.V.
53,900,000
Bank of America, N.A.
53,900,000
KeyBank National Association
53,900,000
The Bank of New York
53,900,000
Wachovia Bank, National Association
53,
_____________
dt 235322
;
More... |
Preview
Full Doc
| 2001 |
Five Year Credit Agreement
Five Year Credit Agreement (252K)
Doc #293662: Click preview link for longer preview.
FIVE YEAR CREDIT AGREEMENT
DATED AS OF MAY 25, 2000
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA
AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA, INC.,
AS CO-DOCUMENTATION AGENTS,
AND
BANC ONE CAPITAL MARKETS, INC.
AS LEAD ARRANGER AND SOLE BOOK RUNNER
================================================================================
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
SECTION PAGE
------- ----
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................16
2.1 The Facility.............................................................................................16
2.2 Ratable Advances.........................................................................................17
2.3 Competitive Bid Advances.................................................................................18
2.4 Method of Borrowing......................................................................................22
2.5 Commitment Fee; Reduction and Increase of Aggregate Commitment...........................................22
2.6 Minimum Amount of Each Ratable Advance; Minimum Amount of
Fixed Rate Advances..............................................................................23
2.7 Optional Principal Payments..............................................................................23
2.8 Changes in Interest Rate, etc............................................................................23
2.9 Rates Applicable After Default...........................................................................24
2.10 Method of Payment........................................................................................24
2.11 Noteless Agreement; Evidence of Indebtedness.............................................................24
2.12 Telephonic Notices.......................................................................................25
2.13 Interest Payment Dates; Interest and Fee Basis...........................................................25
2.14 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions..........................26
2.15 Lending Installations....................................................................................26
2.16 Non-Receipt of Funds by the Agent........................................................................26
ARTICLE III YIELD PROTECTION; TAXES.............................................................................27
3.1 Yield Protection.........................................................................................27
3.2 Changes in Capital Adequacy Regulations..................................................................27
3.3 Availability of Types of Advances........................................................................28
3.4 Funding Indemnification..................................................................................28
3.5 Taxes....................................................................................................28
3.6 Lender Statements; Survival of Indemnity.................................................................31
ARTICLE IV CONDITIONS PRECEDENT.................................................................................31
4.1 Initial Advance..........................................................................................31
4.2 Each Advance.............................................................................................32
ARTICLE V REPRESENTATIONS AND WARRANTIES........................................................................33
5.1 Existence and Standing...................................................................................33
5.2 Authorization and Validity...............................................................................34
5.3 No Conflict; Government Consent..........................................................................34
5.4 Financial Statements.....................................................................................34
5.5 Material Adverse Change..................................................................................35
5.6 Taxes....................................................................................................35
{/TABLE}
{PAGE} 3
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
{TABLE}
{S} {C}
5.7 Litigation and Contingent Obligations....................................................................36
5.8 Subsidiaries.............................................................................................36
5.9 ERISA....................................................................................................36
5.10 Accuracy of Information..................................................................................36
5.11 Regulation U.............................................................................................37
5.12 Material Agreements......................................................................................37
5.13 Compliance With Laws.....................................................................................37
5.14 Plan Assets; Prohibited Transactions.....................................................................37
5.15 Environmental Matters....................................................................................37
5.16 Investment Company Act...................................................................................38
5.17 Public Utility Holding Company Act.......................................................................38
5.18 Defaults.................................................................................................38
5.19 Insurance Licenses.......................................................................................38
ARTICLE VI COVENANTS............................................................................................38
6.1 Financial Reporting......................................................................................38
6.2 Use of Proceeds..........................................................................................40
6.3 Notice of Default........................................................................................40
6.4 Conduct of Business......................................................................................41
6.5 Taxes....................................................................................................41
6.6 Insurance................................................................................................41
6.7 Compliance with Laws.....................................................................................42
6.8 Maintenance of Properties................................................................................42
6.9 Inspection...............................................................................................42
6.10 Merger...................................................................................................42
6.11 Sale of Assets...........................................................................................42
6.12 Liens....................................................................................................42
6.13 Affiliates...............................................................................................45
6.14 ERISA Compliance.........................................................................................45
6.15 Financial Covenants......................................................................................46
ARTICLE VII DEFAULTS............................................................................................46
7.1 Representation or Warranty...............................................................................46
7.2 Non-Payment of Obligations...............................................................................47
7.3 Specific Defaults........................................................................................47
7.4 Other Defaults...........................................................................................47
7.5 Cross-Default............................................................................................47
7.6 Voluntary Proceedings....................................................................................47
7.7 Involuntary Proceedings..................................................................................47
7.8 Condemnation.............................................................................................48
7.9 Judgments................................................................................................48
7.10 Change in Control........................................................................................48
{/TABLE}
{PAGE} 4
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
{TABLE}
{S} {C}
7.11 Rate Management Obligation...............................................................................48
7.12 License..................................................................................................48
7.13 Violation of Insurance Laws..............................................................................48
7.14 Directive or Mandate.....................................................................................49
7.15 Cross-Default With Respect to Other Borrowers............................................................49
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................49
8.1 Acceleration.............................................................................................49
8.2 Amendments...............................................................................................49
8.3 Preservation of Rights...................................................................................50
ARTICLE IX GENERAL PROVISIONS...................................................................................50
9.1 Survival of Representations..............................................................................50
9.2 Governmental Regulation..................................................................................50
9.3 Headings.................................................................................................50
9.4 Entire Agreement.........................................................................................51
9.5 Several Obligations; Benefits of this Agreement..........................................................51
9.6 Expenses; Indemnification................................................................................51
9.7 Numbers of Documents.....................................................................................52
9.8 Accounting...............................................................................................52
9.9 Severability of Provisions...............................................................................52
9.10 Nonliability of Lenders..................................................................................52
9.11 Confidentiality..........................................................................................52
9.12 Nonreliance..............................................................................................53
9.13 Disclosure...............................................................................................53
ARTICLE X THE AGENT.............................................................................................53
10.1 Appointment; Nature of Relationship.....................................................................53
10.2 Powers..................................................................................................53
10.3 General Immunity........................................................................................53
10.4 No Responsibility for Loans, Recitals, etc..............................................................54
10.5 Action on Instructions of Lenders.......................................................................54
10.6 Employment of Agents and Counsel........................................................................54
10.7 Reliance on Documents; Counsel..........................................................................54
10.8 Agent's Reimbursement and Indemnification...............................................................55
10.9 Notice of Default.......................................................................................55
10.10 Rights as a Lender......................................................................................55
10.11 Lender Credit Decision..................................................................................56
10.12 Successor Agent.........................................................................................56
10.13 Agent and Arranger Fees.................................................................................56
10.14 Delegation to Affiliates................................................................................57
10.15 Co-Agents, Documentation Agent, Syndication Agent, etc..................................................57
{/TABLE}
{PAGE} 5
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
{TABLE}
{S} {C}
ARTICLE XI SETOFF; RATABLE PAYMENTS.............................................................................57
11.1 Setoff..................................................................................................57
11.2 Ratable Payments........................................................................................57
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................58
12.1 Successors and Assigns..................................................................................58
12.2 Participations..........................................................................................58
12.3 Assignments.............................................................................................59
12.4 Dissemination of Information............................................................................60
12.5 Tax Treatment...........................................................................................60
ARTICLE XIII NOTICES............................................................................................61
13.1 Notices.................................................................................................61
13.2 Change of Address.......................................................................................62
ARTICLE XIV COUNTERPARTS........................................................................................62
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........................................62
15.1 CHOICE OF LAW...........................................................................................62
15.2 CONSENT TO JURISDICTION.................................................................................62
15.3 WAIVER OF JURY TRIAL....................................................................................63
{/TABLE}
{PAGE} 6
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE
------- ----
SCHEDULES
Pricing Schedule
Schedule 1 Commitments
Schedule 5.08 Subsidiaries
Schedule 6.12 Liens
EXHIBITS
Exhibit A-1 Ratable Note
Exhibit A-2 Competitive Bid Note
Exhibit B Compliance Certificate
Exhibit C Assignment and Acceptance
Exhibit D Wire Money Transfer Instructions
Exhibit E Competitive Bid Quote
Exhibit F Competitive Bid Quote Request
Exhibit G Invitation for Competitive Bid Quotes
{PAGE} 7
FIVE YEAR CREDIT AGREEMENT
This Agreement, dated as of May 25, 2000, is among Nationwide Mutual
Insurance Company, Nationwide Life Insurance Company, Nationwide Financial
Services, Inc., the Lenders and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Agent. The parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
-----------
As used in this Agreement:
"ABR Advance" means an Advance which, except as otherwise provided in
SECTION 2.9, bears interest at the Alternate Base Rate.
"ABR Loan" means a Loan which, except as otherwise provided in SECTION
2.9, bears interest at the Alternate Base Rate.
"Absolute Rate" means, with respect to an Absolute Rate Loan made by a
given Lender for the relevant Absolute Rate Interest Period, the rate of
interest per annum (rounded to the nearest 1/100 of 1%) offered by such Lender
and accepted by the Requesting Borrower pursuant to SECTION 2.3.
"Absolute Rate Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Absolute Rate Loans made by some or all of the
Lenders to the Requesting Borrower at the same time and for the same Absolute
Rate Interest Period.
"Absolute Rate Auction" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates pursuant to SECTION 2.3.
"Absolute Rate Interest Period" means, with respect to an Absolute Rate
Advance, a period of not less than 1 and not more than 270 days commencing on a
Business Day selected by the Requesting Borrower pursuant to this Agreement. If
such Absolute Rate Interest Period would end on a day which is not a Business
Day, such Absolute Rate Interest Period shall end on the next succeeding
Business Day.
"Absolute Rate Loan" means a Loan which bears interest at an Absolute
Rate.
"Advance" means a Ratable Advance or a Competitive Bid Advance.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control
{PAGE} 8
another Person if the controlling Person owns 10% or more of any class of voting
securities (or other ownership interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.
"Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to ARTICLE X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to ARTICLE X.
"Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.
"Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.
"Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in SECTION 5.4(c);
PROVIDED, HOWEVER, that for the purposes of all computations required to be made
with respect to compliance by any Borrower with SECTION 6.15, such term shall
mean generally accepted accounting principles (excluding where SAP is
applicable) as in effect on the date hereof, applied in a manner consistent with
those used in preparing the financial statements referred to in SECTION 5.4.
"Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (a) the Prime Rate for such day or (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.
"AMH" means Asset Management Holdings plc, which indirectly owns 100%
of the capital stock of Gartmore Investment Management plc.
"AMH Acquisition" means the acquisition by Nationwide Mutual or one of
its Subsidiaries of all or substantially all of the assets of AMH.
"Annual Statement" means the annual statutory financial statement of
any Insurance Company required to be filed with the insurance commissioner (or
similar authority) of its jurisdiction of incorporation, which statement shall
be in the form required by such Insurance Company's jurisdiction of
incorporation or, if no specific form is so required, in the form of financial
statements permitted by such insurance commissioner (or such similar authority)
to be used for filing annual statutory financial statements and shall contain
the type of information permitted by such insurance commissioner (or similar
authority) to be disclosed therein, together with all exhibits or schedules
filed therewith.
-2-
{PAGE} 9
"Applicable Facility Fee Rate" means, at any time, the percentage rate
per annum at which Facility Fees are accruing on the Aggregate Commitment
(without regard to usage) at such time as set forth in the PRICING SCHEDULE.
"Applicable Margin" means, with respect to Ratable Advances at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances as set forth in the PRICING SCHEDULE.
"Applicable Utilization Fee Rate" means, at any time, the percentage
rate per annum at which Utilization Fees are accruing as set forth in the
PRICING SCHEDULE.
"Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Authorized Officer" means any of the Treasurer or any Assistant
Treasurer of a Borrower, acting singly.
"Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.
"Borrowers" means, collectively, Nationwide Mutual, Nationwide Life and
NFS, and their respective successors and assigns.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" means a Competitive Bid Borrowing Notice or a
Ratable Borrowing Notice, as the context may require.
"Business Day" means (a) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
293662
|
NFS
As referenced in this Five Year Credit Agreement:
NATIONWIDE FINANCIAL SERVICES, INC – 1
Exhibit 10.5
================================================================================
FIVE YEAR CREDIT AGREEMENT
DATED AS OF MAY 25, 2000
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC .,
THE LENDERS,
BANK ONE, NA
AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA,
_____________
Nationwide Financial
Services, Inc – 7
FIVE YEAR CREDIT AGREEMENT
This Agreement, dated as of May 25, 2000, is among Nationwide Mutual
Insurance Company, Nationwide Life Insurance Company, Nationwide Financial
Services, Inc ., the Lenders and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Agent. The parties hereto
_____________
NATIONWIDE FINANCIAL SERVICES, INC – LIFE INSURANCE COMPANY
By:
--------------------------------
Duane M. Campbell
Title: Vice President and Treasurer
----------------------------
----------------------------
----------------------------
Attention: Carol Dove
-----------------
Telephone: (614) 249-2437
FAX: (614) 249-2739
NATIONWIDE FINANCIAL SERVICES, INC .
By:
--------------------------------
Duane M. Campbell
Title: Assistant Treasurer
----------------------------
----------------------------
----------------------------
Attention: Carol Dove
-----------------
Telephone: (614) 249-2437
FAX: (614) 249-2739
S-1
[TO FIVE
_____________
dt 252547
;
Citicorp USA
As referenced in this Five Year Credit Agreement:
CITICORP USA, INC – 10286
Attention: J. David Parker, Jr.
Telephone: (212) 635-6482
FAX: (212) 809-9520
[TO FIVE YEAR CREDIT AGREEMENT]
S-4
{PAGE} 74
CITICORP USA, INC . , Individually and as
Co-Documentation Agent
By:
--------------------------------
Title:
-------------------------------
399 Park Avenue
12th Floor, Zone 12
New York, New York 10043
Attention: Sandro
_____________
Citicorp USA, Inc – Lender Commitment
------ ----------
--------------------------------------------------------------------------------
Bank One, NA $63,000,000
--------------------------------------------------------------------------------
The Chase Manhattan Bank $56,000,000
--------------------------------------------------------------------------------
The Bank of New York $56,000,000
--------------------------------------------------------------------------------
Citicorp USA, Inc . $56,000,000
--------------------------------------------------------------------------------
Revolving Commitment Vehicle Corporation $45,500,000
--------------------------------------------------------------------------------
Bank of America, N.A. $45,500,000
--------------------------------------------------------------------------------
First Union National Bank $
_____________
dt 247954
;
|
Banc One Capital
As referenced in this Five Year Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA, INC.,
AS CO-DOCUMENTATION AGENTS,
AND
BANC ONE CAPITAL MARKETS, INC .
AS LEAD ARRANGER AND SOLE BOOK RUNNER
================================================================================
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
SECTION PAGE
------- ----
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
_____________
Banc One Capital Markets, Inc – at any time, the percentage
rate per annum at which Utilization Fees are accruing as set forth in the
PRICING SCHEDULE.
"Arranger" means Banc One Capital Markets, Inc ., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.
"Article" means an article of this
_____________
dt 252664
;
BofA
As referenced in this Five Year Credit Agreement:
BANK OF AMERICA, N.A. – 10260-0060
Attention: Maria Dell'aquila
Telephone: (212) 648-5249
FAX: (212) 648-1351
S-6
[TO FIVE YEAR CREDIT AGREEMENT]
{PAGE} 76
BANK OF AMERICA, N.A. , Individually and
as Managing Agent
By:
--------------------------------
Title:
-------------------------------
901 Main Street
66th Floor
Dallas, Texas 75202
Attention: Jim Miller
Telephone: (214) 209-0559
_____________
Bank of America, N.A. – 000,000
--------------------------------------------------------------------------------
The Bank of New York $56,000,000
--------------------------------------------------------------------------------
Citicorp USA, Inc. $56,000,000
--------------------------------------------------------------------------------
Revolving Commitment Vehicle Corporation $45,500,000
--------------------------------------------------------------------------------
Bank of America, N.A. $45,500,000
--------------------------------------------------------------------------------
First Union National Bank $45,500,000
--------------------------------------------------------------------------------
Mellon Bank, N.A. $45,500,000
--------------------------------------------------------------------------------
Fleet National Bank $42,000,
_____________
dt 235327
;
More... |
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Full Doc
| 2001 |
Five Year Credit Agreement [Amendment No. 1]
Five Year Credit Agreement [Amendment No. 1] (15K)
Doc #293663: Click preview link for longer preview.
AMENDMENT NO. 1 TO FIVE YEAR CREDIT AGREEMENT
---------------------------------------------
This Amendment (this "AMENDMENT") is entered into as of September 29,
2000 by and among Nationwide Mutual Insurance Company ("NATIONWIDE MUTUAL"),
Nationwide Life Insurance Company ("NATIONWIDE LIFE"), Nationwide Financial
Services, Inc. ("NFS"; Nationwide Mutual, Nationwide Life and NFS are herein
referred to individually as a "BORROWER" and collectively as the "BORROWERS"),
Bank One, NA, individually and as agent (the "AGENT"), and the other financial
institutions signatory hereto.
RECITALS
--------
A. The Borrowers, the Agent and the Lenders are party to that certain
Five Year Credit Agreement dated as of May 25, 2000 (the "CREDIT AGREEMENT").
Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them by the Credit Agreement.
B. The Borrowers, the Agent and the undersigned Lenders wish to amend
the Credit Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Upon the "Effective Date" (as defined
below), the Credit Agreement shall be amended as follows:
(a) Article I of the Credit Agreement is amended by inserting
the following new definition in alphabetical order:
"364-Day Credit Agreement" means that certain 364-Day Credit
Agreement, dated as of May 25, 2000, among the Borrowers, the financial
institutions party thereto and Bank One, NA, as agent for such
financial institutions.
(b) Section 4.2(b) of the Credit Agreement is amended in its
entirety to read as follows:
(b) The representations and warranties of the applicable
Borrower contained in ARTICLE V are true and correct as of such
Borrower Date except to the extent any such representation or warranty
is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on and as
of such earlier date; PROVIDED, HOWEVER, that Advances made to
Nationwide Life under this Agreement for commercial paper back-up in an
aggregate amount which, together with all Advances made to Nationwide
Life for commercial paper back-up under the 364-Day Credit Agreement,
does not exceed
{PAGE} 2
$300,000,000, will not be subject to the truthfulness of the
representations and warranties set forth in SECTION 5.5.
2. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower
represents and warrants that:
(a) The execution, delivery and performance by such Borrower
of this Amendment have been duly authorized by all necessary corporate
proceedings and that this Amendment is a legal, valid and binding
obligation of such Borrower enforceable against such Borrower in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or similar law affecting creditors' rights
generally and by general principles of equity;
(b) Each of the representations and warranties of such
Borrower contained in the Credit Agreement is true and correct on and
as of the date hereof as if made on the date hereof except to the
extent any such representation or warranty is stated to relate solely
to an earlier date, in which case such representation or warranty was
true and correct on and as of such earlier date;
(c) After giving effect to this Amendment, no Default or
Unmatured Default has occurred and is continuing with respect to such
Borrower.
3. EFFECTIVE DATE. SECTION 1 of this Amendment shall become effective
upon the execution and delivery hereof by the Borrowers, the Agent and the
Required Lenders (without respect to whether it has been executed and delivered
by all the Lenders).
4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
293663
|
NFS
As referenced in this Five Year Credit Agreement [Amendment No. 1]:
Nationwide Financial
Services, Inc – is entered into as of September 29,
2000 by and among Nationwide Mutual Insurance Company ("NATIONWIDE MUTUAL"),
Nationwide Life Insurance Company ("NATIONWIDE LIFE"), Nationwide Financial
Services, Inc . ("NFS"; Nationwide Mutual, Nationwide Life and NFS are herein
referred to individually as a "BORROWER" and collectively as the "BORROWERS"),
Bank One,
_____________
NATIONWIDE FINANCIAL SERVICES, INC – COMPANY
By:
--------------------------------------
Duane M. Campbell
Title: Vice President and Treasurer
-----------------------------------
NATIONWIDE LIFE INSURANCE COMPANY
By:
--------------------------------------
Duane M. Campbell
Title: Vice President and Treasurer
-----------------------------------
NATIONWIDE FINANCIAL SERVICES, INC .
By:
--------------------------------------
Duane M. Campbell
Title: Vice President and Treasurer
-----------------------------------
BANK ONE, NA, as Agent and as a Lender
By:
--------------------------------------
Title:
-----------------------------------
THE CHASE
_____________
dt 252548
;
Citicorp USA
As referenced in this Five Year Credit Agreement [Amendment No. 1]:
CITICORP USA, INC – as a Lender
By:
--------------------------------------
Title:
-----------------------------------
THE BANK OF NEW YORK, as a Lender
By:
--------------------------------------
S-1
[TO AMENDMENT NO. 1]
{PAGE} 5
Title:
CITICORP USA, INC ., as a Lender
By:
--------------------------------------
Title:
------------------------------------
REVOLVING COMMITMENT VEHICLE CORPORATION,
as a Lender
By: Morgan Guaranty Trust Company of New
York, as Attorney-
_____________
dt 247955
;
|
BofA
As referenced in this Five Year Credit Agreement [Amendment No. 1]:
BANK OF AMERICA, N.A. – CORPORATION,
as a Lender
By: Morgan Guaranty Trust Company of New
York, as Attorney-in-Fact for Revolving
Commitment Vehicle Corporation
By:
--------------------------------------
Title:
------------------------------------
BANK OF AMERICA, N.A. , as a Lender
By:
--------------------------------------
Title:
------------------------------------
FIRST UNION NATIONAL BANK, as a Lender
By:
--------------------------------------
Title:
------------------------------------
MELLON BANK, N.A., as a Lender
By:
--------------------------------------
_____________
dt 235328
;
BNY
As referenced in this Five Year Credit Agreement [Amendment No. 1]:
BANK OF NEW YORK, – and Treasurer
-----------------------------------
BANK ONE, NA, as Agent and as a Lender
By:
--------------------------------------
Title:
-----------------------------------
THE CHASE MANHATTAN BANK, as a Lender
By:
--------------------------------------
Title:
-----------------------------------
THE BANK OF NEW YORK, as a Lender
By:
--------------------------------------
S-1
[TO AMENDMENT NO. 1]
{PAGE} 5
Title:
CITICORP USA, INC., as a Lender
By:
--------------------------------------
Title:
------------------------------------
REVOLVING
_____________
dt 236348
;
More... |
Preview
Full Doc
| 2003 |
Flexible Premium Deferred Variable Annuity Contracts
Flexible Premium Deferred Variable Annuity Contracts (272K)
Doc #152631: Click preview link for longer preview.
NATIONWIDE LIFE INSURANCE COMPANY
Flexible Premium Deferred Variable Annuity Contracts
Issued by Nationwide Life Insurance Company through its Nationwide Variable
Account-II
The date of this prospectus is May 1, 2003, amended October 22, 2003.
--------------------------------------------------------------------------------
Variable annuities are complex investment products with unique benefits and
advantages that may be particularly useful in meeting long-term savings and
retirement needs. There are costs and charges associated with these benefits and
advantages - costs and charges that are different, or do not exist at all,
within other investment products. With help from financial consultants and
advisers, investors are encouraged to compare and contrast the costs and
benefits of the variable annuity described in this prospectus against those of
other investment products, especially other variable annuity and variable life
insurance products offered by Nationwide and its affiliates. Nationwide offers a
wide array of such products, many with different charges, benefit features and
underlying investment options. This process of comparison and analysis should
aid in determining whether the purchase of the contract described in this
prospectus is consistent with your investment objectives, risk tolerance,
investment time horizon, marital status, tax situation and other personal
characteristics and needs.
THIS PROSPECTUS CONTAINS BASIC INFORMATION YOU SHOULD UNDERSTAND ABOUT THE
CONTRACTS BEFORE INVESTING - THE ANNUITY CONTRACT IS THE LEGALLY BINDING
INSTRUMENT GOVERNING THE RELATIONSHIP BETWEEN YOU AND NATIONWIDE SHOULD YOU
CHOOSE TO INVEST. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE
REFERENCE.
Not all benefits, programs, features and investment options described in this
prospectus are available or approved for use in every state.
This contract contains features that apply credits to the contract value. As a
result of the increased contract value from these credits, a contract with
credits will have higher asset-based expenses than a contract without credits.
Additionally, the benefit of the credits may be more than offset by the
additional fees that the contract owner will pay as a result of the increased
contract value.
--------------------------------------------------------------------------------
The following is a list of the underlying mutual funds available under the
contract. The particular underlying mutual funds available under the contract
may change from time to time. Specifically, underlying mutual funds or
underlying mutual fund share classes that are currently available may be removed
or closed off to future investment. New underlying mutual funds or new share
classes of currently available underlying mutual funds may be added. Contract
owners will receive notice of any such changes that affect their contract.
Additionally, not all of the underlying mutual funds listed below are available
in every state.
AIM VARIABLE INSURANCE FUNDS
o AIM V.I. Capital Development Fund: Series I Shares
o AIM V.I. Mid Cap Core Equity Fund: Series I Shares
o AIM V.I. Premier Equity Fund: Series I Shares
DREYFUS
o Dreyfus Investment Portfolios - Small Cap Stock Index Portfolio: Service
Shares
o The Dreyfus Socially Responsible Growth Fund, Inc.: Initial Shares
o Dreyfus Stock Index Fund, Inc.: Initial Shares
FEDERATED INSURANCE SERIES
o Federated Growth Strategies Fund II
o Federated International Equity Fund II
o Federated Quality Bond Fund II: Primary Shares
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
o VIP Equity-Income Portfolio: Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
o VIP II Contrafund(R) Portfolio: Service Class
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
o VIP III Value Strategies Portfolio: Service Class
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
o Franklin Rising Dividends Securities Fund: Class 1
o Templeton Foreign Securities Fund: Class 1
GARTMORE VARIABLE INSURANCE TRUST ("GVIT")
o Dreyfus GVIT Mid Cap Index Fund: Class I
o Gartmore GVIT Government Bond Fund: Class I
o Gartmore GVIT Money Market Fund: Class I
o GVIT Small Cap Value Fund: Class I
o GVIT Small Company Fund: Class I
1
{PAGE}
MTB GROUP OF FUNDS
o MTB Large Cap Growth Fund II
o MTB Large Cap Value Fund II
o MTB Managed Allocation Fund- Moderate Growth II
OPPENHEIMER VARIABLE ACCOUNT FUNDS
o Oppenheimer Global Securities Fund/VA: Initial Class
o Oppenheimer High Income Fund/VA: Initial Class*
o Oppenheimer Main Street(R) Small Cap Fund/VA: Initial Class
PUTNAM VARIABLE TRUST
o Putnam VT International Equity Fund: Class IB
o Putnam VT Small Cap Value Fund: Class IB
o Putnam VT Voyager Fund: Class IB
*This underlying mutual fund may invest in lower quality debt securities
commonly referred to as junk bonds.
Purchase payments not invested in the underlying mutual funds of the Nationwide
Variable Account-II ("variable account") may be allocated to the fixed account
or the Guaranteed Term Options (Guaranteed Term Options may not be available in
every jurisdiction - refer to your contract for specific information).
The annuity described in this prospectus is intended to provide benefits to a
single individual and his/her beneficiaries. It is not intended to be used:
o by institutional investors;
o in connection with other Nationwide contracts that have the same annuitant;
or
o in connection with other Nationwide contracts that have different
annuitants, but the same contract owner.
By providing these annuity benefits, Nationwide assumes certain risks. If
Nationwide determines that the risks it intended to assume in issuing the
contract have been altered by misusing the contract as described above,
Nationwide reserves the right to take any action it deems necessary to reduce or
eliminate the altered risk, including, but not limited to, rescinding the
contract and returning the contract value (less any applicable Contingent
Deferred Sales Charge and/or market value adjustment). Nationwide also reserves
the right to take any action it deems necessary to reduce or eliminate altered
risk resulting from materially false, misleading, incomplete or otherwise
deficient information provided by the contract owner.
--------------------------------------------------------------------------------
The Statement of Additional Information (dated May 1, 2003) which contains
additional information about the contracts and the variable account, has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated
herein by reference. The table of contents for the Statement of Additional
Information is on page 53.
--------------------------------------------------------------------------------
For general information or to obtain FREE copies of the:
o Statement of Additional Information;
o prospectus, annual report or semi-annual report for any underlying mutual
fund;
o prospectus for the Guaranteed Term Options;
o required Nationwide forms; or
o Nationwide's privacy statement,
call: 1-800-321-9332
TDD 1-800-238-3035
or write:
NATIONWIDE LIFE INSURANCE COMPANY
ONE NATIONWIDE PLAZA, RR1-04-F4
COLUMBUS, OHIO 43215
The Statement of Additional Information and other material incorporated by
reference can be found on the SEC website at:
WWW.SEC.GOV
Information about this and other Best of America products can be found at:
WWW.BESTOFAMERICA.COM
THIS ANNUITY:
o IS NOT A BANK DEPOSIT
o IS NOT FDIC INSURED
o IS NOT INSURED OR ENDORSED BY A BANK OR ANY FEDERAL GOVERNMENT AGENCY
o IS NOT AVAILABLE IN EVERY STATE
o MAY GO DOWN IN VALUE
Investors assume certain risks when investing in the contracts, including the
possibility of losing money.
This contract contains features that apply credits to the contract value. As a
result of the increased contract value from these credits, a contract with
credits will have higher asset-based expenses than a contract without credits.
Additionally, the benefit of the credits may be more than offset by the
additional fees that the contract owner will pay as a result of the increased
contract value.
These contracts are offered to customers of various financial institutions and
brokerage firms. No financial institution or brokerage firm is responsible for
152631
|
NFS
As referenced in this Flexible Premium Deferred Variable Annuity Contracts:
Nationwide
Financial Services, Inc – state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc ., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other
_____________
Nationwide Financial Services,
Inc – lawsuit filed in Connecticut
federal court titled Lou Haddock, as trustee of the Flyte Tool & Die,
Incorporated Deferred Compensation Plan, et al v. Nationwide Financial Services,
Inc . and Nationwide Life Insurance Company. On September 6, 2001, the plaintiffs
amended their complaint to include class action allegations. The plaintiffs seek
_____________
Nationwide Financial Services,
Inc – 2003.
GARTMORE VARIABLE INSURANCE TRUST - DREYFUS GVIT MID CAP INDEX FUND: CLASS I
------------------------------------------------ -----------------------------------------------------------------------------------
Investment Adviser: Gartmore Mutual Fund Capital Trust, an affiliate of Nationwide Financial Services,
Inc .
------------------------------------------------ -----------------------------------------------------------------------------------
Sub-adviser: The Dreyfus Corporation
------------------------------------------------ -----------------------------------------------------------------------------------
Investment Objective: Capital appreciation.
------------------------------------------------ -----------------------------------------------------------------------------------
Total Underlying Mutual Fund 0.75%
Annual Operating Expenses:
------------------------------------------------ -----------------------------------------------------------------------------------
GARTMORE VARIABLE INSURANCE TRUST -
_____________
Nationwide Financial Services,
Inc – Operating Expenses:
------------------------------------------------ -----------------------------------------------------------------------------------
GARTMORE VARIABLE INSURANCE TRUST - GARTMORE GVIT GOVERNMENT BOND FUND: CLASS I
------------------------------------------------ -----------------------------------------------------------------------------------
Investment Adviser: Gartmore Mutual Fund Capital Trust, an affiliate of Nationwide Financial Services,
Inc .
------------------------------------------------ -----------------------------------------------------------------------------------
Investment Objective: High level of income.
------------------------------------------------ -----------------------------------------------------------------------------------
Total Underlying Mutual Fund 0.73%
Annual Operating Expenses:
------------------------------------------------ -----------------------------------------------------------------------------------
GARTMORE VARIABLE INSURANCE TRUST - GARTMORE GVIT MONEY
_____________
Nationwide Financial Services,
Inc – Operating Expenses:
------------------------------------------------ -----------------------------------------------------------------------------------
GARTMORE VARIABLE INSURANCE TRUST - GARTMORE GVIT MONEY MARKET FUND: CLASS I
------------------------------------------------ -----------------------------------------------------------------------------------
Investment Adviser: Gartmore Mutual Fund Capital Trust, an affiliate of Nationwide Financial Services,
Inc .
------------------------------------------------ -----------------------------------------------------------------------------------
Investment Objective: High level of current income.
------------------------------------------------ -----------------------------------------------------------------------------------
Total Underlying Mutual Fund 0.62%
Annual Operating Expenses:
------------------------------------------------ -----------------------------------------------------------------------------------
GARTMORE VARIABLE INSURANCE TRUST - GVIT SMALL
_____________
dt 233369
;
| Nationwide Variable Account II
|
Preview
Full Doc
| 2003 |
Flexible Premium Deferred Variable Annuity Contracts
Flexible Premium Deferred Variable Annuity Contracts (285K)
Doc #157760: Click preview link for longer preview.
NATIONWIDE LIFE INSURANCE COMPANY
Flexible Premium Deferred Variable Annuity Contracts
Issued by Nationwide Life Insurance Company through its Nationwide Variable
Account-II
The date of this prospectus is September 2, 2003.
--------------------------------------------------------------------------------
Variable annuities are complex investment products with unique benefits and
advantages that may be particularly useful in meeting long-term savings and
retirement needs. There are costs and charges associated with these benefits and
advantages - costs and charges that are different, or do not exist at all,
within other investment products. With help from a Charles Schwab
representative, investors are encouraged to compare and contrast the costs and
benefits of the variable annuity described in this prospectus against those of
other investment products, especially other variable annuity products offered
through Charles Schwab and Co., Inc. This process of comparison and analysis
should aid in determining whether the purchase of the contract described in this
prospectus is consistent with your investment objectives, risk tolerance,
investment time horizon, marital status, tax situation and other personal
characteristics and needs. Not all benefits, programs, features and investment
options described in this prospectus are available or approved for use in every
state.
THIS PROSPECTUS CONTAINS BASIC INFORMATION YOU SHOULD UNDERSTAND ABOUT THE
CONTRACTS BEFORE INVESTING - THE ANNUITY CONTRACT IS THE LEGALLY BINDING
INSTRUMENT GOVERNING THE RELATIONSHIP BETWEEN YOU AND NATIONWIDE SHOULD YOU
CHOOSE TO INVEST. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE
REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
The Statement of Additional Information (dated September 2, 2003) which contains
additional information about the contracts and the variable account, has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated
herein by reference. The table of contents for the Statement of Additional
Information is on page 45.
The Statement of Additional Information and other material incorporated by
reference can be found on the SEC website at:
WWW.SEC.GOV
The following is a list of the underlying mutual funds available under the
contract. The particular underlying mutual funds available under the contract
may change from time to time. Specifically, underlying mutual funds or
underlying mutual fund share classes that are currently available may be removed
or closed off to future investment. New underlying mutual funds or new share
classes of currently available underlying mutual funds may be added. Contract
owners will receive notice of any such changes that affect their contract.
Additionally, not all of the underlying mutual funds listed below are available
in every state.
AIM VARIABLE INSURANCE FUNDS, INC.
o AIM V.I. Basic Value Fund: Series II Shares
o AIM V.I. Capital Appreciation Fund: Series II Shares
o AIM V.I. Capital Development Fund: Series II Shares
ALGER AMERICAN FUND
o Alger American MidCap Growth Portfolio: Class S Shares
o Alger American Balanced Portfolio: Class S Shares
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. (FORMERLY, ALLIANCE
VARIABLE PRODUCTS SERIES FUND, INC.)
o AllianceBernstein Growth and Income Portfolio: Class B
o AllianceBernstein Small Cap Value Portfolio: Class B
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
o American Century VP Income & Growth Fund: Class II
o American Century VP International Fund: Class II
o American Century VP Ultra Fund: Class II
o American Century VP Value Fund: Class II
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
o American Century VP Inflation Protection Fund: Class II
1
{PAGE}
DREYFUS
o Dreyfus Investment Portfolios - Small Cap Stock Index Portfolio: Service
Shares
o Dreyfus Stock Index Fund, Inc.: Service Shares
o Dreyfus Variable Investment Fund - Appreciation Portfolio: Service Shares
o Dreyfus Variable Investment Fund - Developing Leaders Portfolio: Service
Shares
FEDERATED INSURANCE SERIES
o Federated American Leaders Fund II: Service Shares
o Federated Capital Appreciation Fund II: Service Shares
o Federated Quality Bond Fund II: Service Shares
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
o Franklin Rising Dividends Securities Fund: Class 2
o Franklin Small Cap Value Securities Fund: Class 2
o Templeton Foreign Securities Fund: Class 2
GARTMORE VARIABLE INSURANCE TRUST ("GVIT")
o Comstock GVIT Value Fund: Class II
o Dreyfus GVIT International Value Fund: Class II
o Dreyfus GVIT Mid Cap Index Fund: Class I
o Federated GVIT High Income Bond Fund: Class I*
o Gartmore GVIT Global Financial Services Fund: Class II
o Gartmore GVIT Global Health Sciences Fund: Class II
o Gartmore GVIT Global Technology and Communications Fund: Class II
o Gartmore GVIT Global Utilities Fund: Class II
o Gartmore GVIT Government Bond Fund: Class I
o Gartmore GVIT Investor Destinations Funds
}} Gartmore GVIT Investor Destinations Conservative Fund
}} Gartmore GVIT Investor Destinations Moderately Conservative Fund
}} Gartmore GVIT Investor Destinations Moderate Fund
}} Gartmore GVIT Investor Destinations Moderately Aggressive Fund
}} Gartmore GVIT Investor Destinations Aggressive Fund
o Gartmore GVIT Mid Cap Growth Fund: Class II
o GVIT Small Cap Value Fund: Class II
o GVIT Small Company Fund: Class II
o Van Kampen GVIT Multi Sector Bond Fund: Class I (formerly, MAS GVIT Multi
Sector Bond Fund: Class I)
JANUS ASPEN SERIES
o Balanced Portfolio: Service Shares
o Capital Appreciation Portfolio: Service Shares
o International Growth Portfolio: Service Shares
o Risk-Managed Large Cap Core Portfolio: Service Shares
MFS(R) VARIABLE INSURANCE TRUST
o MFS Investors Growth Stock Series: Service Class
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
o AMT Fasciano Portfolio: Class S
o AMT Limited Maturity Bond Portfolio: Class I
o AMT Mid Cap Growth Portfolio: Class S
o AMT Socially Responsive Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
o Oppenheimer Capital Appreciation Fund/VA: Service Class
o Oppenheimer Global Securities Fund/VA: Service Class
o Oppenheimer High Income Fund/VA: Service Class*
o Oppenheimer Main Street(R)Fund/VA: Service Class (formerly, Oppenheimer
Main Street(R)Growth & Income Fund/VA: Service Class)
o Oppenheimer Main Street(R) Small Cap Fund/VA: Service Class
PUTNAM VARIABLE TRUST
o Putnam VT Growth & Income Fund: Class IB
o Putnam VT International Equity Fund: Class IB
o Putnam VT Voyager Fund: Class IB
SAFECO RESOURCE SERIES TRUST
o Small Company Value Portfolio
SCHWAB ANNUITY PORTFOLIOS
o Schwab Money Market Portfolio
VAN KAMPEN
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
o Core Plus Fixed Income Portfolio: Class II
o Emerging Markets Debt Portfolio: Class II
o U.S. Real Estate Portfolio: Class II
*These underlying mutual funds may invest in lower quality debt securities
commonly referred to as junk bonds.
Purchase payments not invested in the underlying mutual funds of the Nationwide
Variable Account-II ("variable account") may be allocated to the Guaranteed Term
Options (Guaranteed Term Options may not be available in every jurisdiction -
refer to your contract for specific information).
2
{PAGE}
Not all of the underlying mutual funds offered under the contract are available
when the Capital Preservation Plus Option is elected. Please see "Capital
Preservation Plus Option" later in this prospectus for the list of underlying
mutual funds available in conjunction with that option.
The annuity described in this prospectus is intended to provide benefits to a
single individual and his/her beneficiaries. It is not intended to be used:
o by institutional investors;
o in connection with other Nationwide contracts that have the same annuitant;
or
o in connection with other Nationwide contracts that have different
annuitants, but the same contract owner.
By providing these annuity benefits, Nationwide assumes certain risks. If
Nationwide determines that the risks it intended to assume in issuing the
contract have been altered by misusing the contract as described above,
Nationwide reserves the right to take any action it deems necessary to reduce or
eliminate the altered risk, including, but not limited to, rescinding the
contract and returning the contract value (less any market value adjustment for
allocations to a Guaranteed Term Option). Nationwide also reserves the right to
take any action it deems necessary to reduce or eliminate altered risk resulting
from materially false, misleading, incomplete or otherwise deficient information
provided by the contract owner.
For general information or to obtain FREE copies of the:
o Statement of Additional Information;
o prospectus, annual report or semi-annual report for any underlying mutual
fund;
o prospectus for the Guaranteed Term Options;
o required Nationwide forms; or
o Nationwide's privacy statement,
call: 1-800-848-6331
TDD 1-800-238-3035
write:
NATIONWIDE LIFE INSURANCE COMPANY
ONE NATIONWIDE PLAZA, RR1-04-F4
COLUMBUS, OHIO 43215-2220
or go on-line to:
WWW.NWSERVICECENTER.COM
To contact Charles Schwab Insurance Services:
call: 1-888-311-4887
write:
SCHWAB INSURANCE SERVICES
P.O. BOX 7666
SAN FRANCISCO, CALIFORNIA 94120-7666
email:
ANNUITIES@SCHWAB.COM
or go on-line to:
WWW.SCHWAB.COM
THIS ANNUITY:
o IS NOT A BANK DEPOSIT
o IS NOT FDIC INSURED
o IS NOT INSURED OR ENDORSED BY A BANK OR ANY FEDERAL GOVERNMENT AGENCY
o IS NOT AVAILABLE IN EVERY STATE
o MAY GO DOWN IN VALUE
Investors assume certain risks when investing in the contracts, including the
possibility of losing money.
These contracts are offered to customers of various financial institutions and
brokerage firms. No financial institution or brokerage firm is responsible for
the guarantees under the contracts. Guarantees under the contracts are the sole
responsibility of Nationwide.
In the future, additional underlying mutual funds managed by certain financial
institutions, brokerage firms or their affi
|