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Exhibit C(6)
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated August 31, 1998
(the "Amendment"), by and among NATIONWIDE MUTUAL INSURANCE COMPANY, an Ohio
mutual insurance company ("Nationwide"), NATIONWIDE LIFE ACQUISITION
CORPORATION, an Ohio corporation ("Sub") and ALLIED LIFE FINANCIAL CORPORATION,
an Iowa corporation ("Allied") (Nationwide, Sub and Allied being hereinafter
sometimes collectively referred to as the "parties").
WHEREAS, the parties entered into that certain AGREEMENT AND PLAN OF
MERGER, dated as of June 3, 1998 (the "Agreement"), which effected the Merger of
Sub with and into Allied following the purchase of common stock, no par value,
of Allied by Sub; and
WHEREAS, the parties believe it is in their respective best interests
to amend Section 2.4 of the Agreement.
NOW THEREFORE, in consideration of the premises and the promises and
agreements set forth herein, Nationwide, Sub and Allied, intending to be legally
bound hereby, agree as follows:
1. Section 2.4 Articles of Incorporation and By-Laws of the
Surviving Corporation. is amended and restated in its entirety as follows:
"Section 2.4 Articles of Incorporation and By-Laws of the
Surviving Corporation. Following the Effective Time, the Articles of
Incorporation of Allied, as in effect immediately prior to the
Effective Time, shall be the Articles of Incorporation of the Surviving
Corporation until thereafter changed or amended as provided therein or
by Law. The Amended and Restated Code of By-Laws of Allied, as in
effect immediately prior to the Effective Time, shall be the Amended
and Restated By-Laws of the Surviving Corporation until thereafter
changed or amended as provided therein or by Law."
2. Exhibit B of the Agreement is hereby deleted in its entirety.
3. All other terms, provisions and conditions of the Agreement
shall remain unchanged and are hereby ratified and confirmed.
4. Nationwide, Sub and Allied hereby agree that this Amendment is
a valid and enforceable amendment and a modification of the Agreement and has
been executed by each of the parties as provided in Section 9.4 of the
Agreement, and each agrees that this Amendment has been authorized by all
necessary corporate action on the part of such party.
5. Duplicates; Counterparts. The Amendment shall be executed in
duplicate and may be executed in counterparts, each of which shall be deemed to
constitute an original and constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment by telecopier
shall be as effective as delivery of a manually executed counterpart of this
Amendment. In proving this Amendment, it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.
6. Governing Law; Jurisdiction. This Amendment shall be governed
by and construed and enforced in accordance with the laws of the State of Iowa
without regard to the conflict or choice of laws rules thereof or of any other
jurisdiction.
7. Entire Agreement. The Agreement and the Amendment constitute
the entire agreement between the parties hereto and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof and thereof.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized
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officers of Nationwide, Sub and Allied as of the date first above written.
NATIONWIDE MUTUAL INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President and
Associate General Counsel
NATIONWIDE LIFE ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President and
Associate General Counsel
ALLIED LIFE FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
