JUNIOR SUBORDINATED INDENTURE between NATIONWIDE FINANCIAL SERVICES, INC. and WILMINGTON TRUST COMPANY, as Trustee Dated as of May 18, 2007Junior Subordinated Indenture • May 18th, 2007 • Nationwide Financial Services Inc/ • Life insurance • New York
* This cross-reference table does not constitute part of the Indenture and shall not affect the interpretation of any of its terms or provisions.
RECITALSReplacement Capital Covenant • May 18th, 2007 • Nationwide Financial Services Inc/ • Life insurance
obligations with respect to the Alternative Payment Mechanism (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap amount as contemplated in the preceding clause, by requesting its board of directors, subject to its fiduciary duties, to adopt, subject to its fiduciary duties, a resolution for shareholder vote at the next occurring annual shareholders’ meeting to increase the number of shares of the Corporation’s authorized Common Stock for purposes of satisfying the Corporation’s obligations with respect to the Alternative Payment Mechanism, provided that such Share Cap shall not represent a lower proportion of the Corporation’s outstanding shares of Common Stock as of the date of issuance of such APM Qualifying Securities than the Share Cap Amount applicable
