Exhibit 10.1
TERMINATION
AGREEMENT
This Termination Agreement (this
“ Termination Agreement ”) is entered into
effective January 1, 2009 (the “ Effective
Date ”), by and among Nationwide Mutual Insurance
Company, an Ohio mutual insurance company (“
Nationwide ”), Nationwide Corporation, an Ohio
corporation (“ NWC ”), and Nationwide Financial
Services, Inc., a Delaware corporation (“ NFS ”)
(collectively, the “ Parties ”).
RECITALS
A. The Parties entered into that
certain Intercompany Agreement dated March 10, 1997, as
amended (the “ Intercompany Agreement ”), in
relationship to the issuance of shares of common stock of NFS to
the general public.
B. The Parties and NWM Merger Sub,
Inc., a Delaware corporation wholly-owned by NWC (“ Merger
Sub ”), have entered into that certain Agreement and Plan
of Merger dated August 6, 2008 (the “ Merger
Agreement ”) pursuant to which (i) Merger Sub will
merge with and into NFS (the “ Merger ”) and
(ii) as a result of such merger, NWC will become the owner of
all of the issued and outstanding shares of capital stock of
NFS.
C. As a result of the Merger,
neither Nationwide nor NWC need the protections set forth in the
Intercompany Agreement and, as a result, the Parties desire to
terminate the Intercompany Agreement effective as of the Closing
(as such term is defined in the Merger Agreement).
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereby agree as
follows:
AGREEMENT
1. Subject to Section 2 below,
the Intercompany Agreement shall, effective upon the Closing and
without any further action required on the part of any Party, be
terminated in its enti
