Exhibit 10.1
PLAN AND AGREEMENT OF
MERGER
This Plan and Agreement of Merger
(the “Agreement”), is effective as of August 28,
2009 by and between NATIONWIDE LIFE INSURANCE COMPANY, an Ohio
stock life insurance company with its statutory office located One
Nationwide Plaza, Columbus, OH 43215 (“NLIC” or the
“Surviving Corporation”), and NATIONWIDE LIFE INSURANCE
COMPANY OF AMERICA, a Pennsylvania stock life insurance company
with its statutory office located at One Nationwide Plaza,
Columbus, OH 43215 (“NLICA”). NLIC and NLICA are
hereinafter sometimes collectively referred to as the
“Constituent Corporations” or individually as a
“Constituent Corporation.”
Recitals of Fact
A. NLIC is a stock corporation duly
organized and existing under the laws of the State of Ohio, having
been originally incorporated on March 21, 1929, and has on the
date hereof authorized capital stock consisting of 5,000,000 shares
of common stock of the par value of $1.00 per share, of which, on
the date hereof, 3,814,779 shares of common stock are issued and
outstanding, all of which shares are owned legally and beneficially
by Nationwide Financial Services, Inc. (“NFS”), a
Delaware corporation.
B. NLICA is a stock corporation duly
organized and existing under the laws of the Commonwealth of
Pennsylvania, having been originally incorporated as the Provident
Life and Trust Company of Philadelphia on March 22, 1865, and
has on the date hereof authorized capital stock consisting of
10,000,000 shares of common stock of the par value of $1.00 per
share, all of which on the date hereof are issued and outstanding,
all of which shares are owned legally and beneficially by
NFS.
C. The Boards of Directors of the
Constituent Corporations have deemed it advisable and in the best
interest of said corporations that NLICA be merged with and into
NLIC as provided herein and have adopted and approved this
Agreement.
NOW THEREFORE, in consideration of
the premises and the mutual agreements herein contained, $1.00 and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to
be legally bound and in accordance with the applicable provisions
of the laws of the State of Ohio, do hereby agree as
follows:
1. Merger. At the Effective
Time (as defined herein), NLICA shall be merged (the
“Merger”) with and into NLIC, upon the terms and
conditions set forth herein.
2. Effect of Merger. Upon and
after the Effective Time:
(a) NLIC shall be the surviving
legal entity of the Merger and shall continue to exist as a
domestic stock life insurance company under the laws of the State
of Ohio. The Surviving Corporation shall possess all rights,
privileges, powers, franchises, and immunities, and be subject to
all the restrictions, disabilities, liabilities and duties of each
of the Constituent Corporations so merged. The Surviving
Corporation shall possess and own all of the property, real,
personal, and mixed, and all debts owing on whatever account and
all other things in action of or belonging to each of the
Constituent Corporations, and such items shall be transferred to
and vested in the Surviving Corporation without further act or
deed. All debts, liabilities, and duties of the respective
Constituent Corporations shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if
the debts, liabilities, and duties had been incurred or contracted
by it, however, all rights of creditors and all liens upon the
property of either of the Constituent Corporations shall be
preserved unimpaired, limited in lien to the property affected by
the lien at the Effective Time.
(b) At the Effective Time, NLICA
shall cease to exist as separate legal entity, and its property,
rights and obligations shall become the property, rights and
obligations of the Surviving Corporation.
3. Name and State of Domicile of
Surviving Corporation. At and after the Effective Time, the
Surviving Corporation shall continue to be named “Nationwide
Life Insurance Company” and the state of domicile shall
remain the State of Ohio. The principal offices of the Surviving
Corporation in Ohio shall continue to be One Nationwide Plaza,
Columbus, Ohio 43215.
4. Articles of Incorporation;
Code of Regulations . At and after the Effective Time, the
current Articles of Incorporation and Code of Regulations of NLIC
shall continue as the Articles of Incorporation and Code of
Regulations of the Surviving Corporation.
5. Directors and Officers. At
and after the Effective Time, the members of the Board of Directors
of NLIC and the officers of NLIC shall continue as the members of
the Board of Directors of the Surviving Corporation and officers of
the Surviving Corporation, respectively, until their successors are
duly elected and qualified pursuant to the Articles of
Incorporation and Code of Regulations of the Surviving
Corporation.
