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Exhibit (g)(8)
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated June 24, 1998 (the
"Amendment"), by and between NATIONWIDE MUTUAL INSURANCE COMPANY, an Ohio mutual
insurance company ("Nationwide"), and ALLIED MUTUAL INSURANCE COMPANY, an Iowa
mutual insurance company ("Allied") (Nationwide and Allied being hereinafter
sometimes collectively referred to as the "parties").
WHEREAS, the parties entered into that AGREEMENT AND PLAN OF MERGER, dated
as of June 3, 1998 (the "Agreement"), which effected the Merger of Allied with
and into Nationwide (the "Merger") upon the terms and subject to the conditions
set forth in the Agreement; and
WHEREAS, the parties believe it is in their respective best interests to
amend Exhibit A to the Agreement.
NOW THEREFORE, in consideration of the premises and the promises and
agreements set forth herein, Nationwide and Allied, intending to be legally
bound hereby, agree as follows:
1. Section 2.6 Effect of Merger on Allied Members. is amended and restated
in its entirety as follows:
"Section 2.6 Effect of Merger on Allied Members. From and after the
Effective Time, the policyholders of Allied will become policyholders of
Nationwide, in full satisfaction of all rights pertaining to the policies
of Allied. In addition, each Allied policyholder will be granted a
certificate of membership, substantially in the form attached hereto as
Exhibit A. Nationwide agrees to use its reasonable efforts after the
Effective Time to maintain all of the former Allied policies and contracts
as policies and contracts of Nationwide, it being understood that in view
of certain state laws and regulations concerning forms, rates and rules, it
will likely be necessary at the time of renewal of such policies and
contracts to write certain of such renewed policies and contracts with a
Nationwide Insurer to comply with the laws and regulations of the various
states."
2. Exhibit A of the Agreement is hereby amended to include Paragraph C as
follows:
"In the event that Nationwide declares a policyholder dividend which
would be payable in respect of your policy if your policy were issued by
Nationwide, then such dividend will also be payable by Nationwide in
respect of your policy."
3. All other terms, provisions and conditions of the Agreement shall remain
unchanged and are hereby ratified and confirmed.
4. Nationwide 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
agree 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.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of Nationwide and of 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
ALLIED MUTUAL INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
