Amendment No.3 dated as of 5/22/02 to the 5 Yr Credit Agreement dated 5/25/00



 Exhibit 10.8.3 
  
 AMENDMENT NO. 3 TO FIVE YEAR CREDIT AGREEMENT 
  
 This Amendment (this “Amendment”) is entered into as of May 22, 2002 by and among Nationwide Mutual
Insurance Company (“Nationwide Mutual”), Nationwide Life Insurance Company (“Nationwide Life”), Nationwide Financial Services, Inc. (“NFS”; Nationwide Mutual, Nationwide Life and NFS are herein
referred to individually as a “Borrower” and collectively as the “Borrowers”), Bank One, NA, individually and as agent (the “Agent”), and the other financial institutions signatory hereto.

  
 RECITALS 
  
 A. The Borrowers, the Agent and the Lenders are party to that certain Five
Year Credit Agreement dated as of May 25, 2000 (as heretofore amended, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit
Agreement. 
  
 B. The Borrowers, the Agent and the undersigned
Lenders wish to amend the Credit Agreement on the terms and conditions set forth below. 
  
 NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows: 
  
 1. Amendment to Credit Agreement. On the date this Amendment becomes effective pursuant to Section 3 below,
the Credit Agreement shall be amended as follows: 
  
 (a) Section 5.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 5.8 Subsidiaries. Schedule 5.8 contains an accurate list of all Subsidiaries of such Borrower as of December 31, 2001,
setting forth the percentage of their respective capital stock or other ownership interests owned by such Borrower or other Subsidiaries of such Borrower. All of the issued and outstanding shares of capital stock or other ownership interests of such
Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable. 
  
 (b) Section 6.1 (a) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
  
 (a) In the case of NFS, within 100
days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated basis for
itself and its Subsidiaries, including balance sheets as of the end of 

  









 
such period and related statements of income, shareholders’ equity and cash flows, accompanied by any internal control letter prepared by said
accountants. 
  
 (c) Section 6.1(d) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
  
 (d) In the case of Nationwide Mutual, (i) within thirty (30) days after the regulatory filing date, copies of the unaudited Combined Annual Statement of Nationwide Mutual, certified by the chief financial officer or
the treasurer of Nationwide Mutual, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and (ii) no later than each June 15, copies of such Combined Annual Statement audited and
certified by independent certified public accountants of recognized national statement. 
  
 (d) Section 6.1(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 (f) Together with the financial statements required under
Sections 6.1(a), (b), (c) and (e), a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer or treasurer showing the calculations necessary to determine compliance with
this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. 
  

(e) Section 10.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 10.15 Co-Agents, Documentation Agent, Syndication Agent,
Managing Agent, etc. Neither any of the Lenders identified in this Agreement as a “co-agent” nor any Documentation Agent, Syndication Agent or Managing Agent shall have any right, power, obligation, liability, responsibility or duty
under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments
with respect to such Lenders as it makes with respect to the Agent in Section 10.11. 
  
 (f) Schedule 5.8 of the Credit Agreement is hereby replaced in its entirety by Schedule 5.8 attached hereto and made a part hereof.

  

 - 2 - 








 2. Representations and Warranties of the Borrowers. Each Borrower represents and warrants that:

  
 (a) The execution, delivery and performance
by such Borrower of this Amendment have been duly authorized by all necessary corporate proceedings and that this Amendment is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency or similar law affecting creditors’ rights generally and by general principles of equity; 
  
 (b) After giving effect to this Amendment, each of the representations and warranties of such Borrower
contained in the Credit Agreement is true and correct on and as of the date hereof as if made on the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such
representation or warranty was true and correct on and as of such earlier date; 
  
 (c) After giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing with respect to such Borrower.

  
 3. Effective Date. Section 1 of this Amendment
shall become effective upon the execution and delivery hereof by the Borrowers, the Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders). 
  
 4. Reference to and Effect Upon the Credit Agreement. 
  
 (a) Except as specifically amended above, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 
  
 (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent
or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 
  
 5. Costs and Expenses. Each Borrower hereby affirms its joint and
several obligation under Section 9.6 of the Credit Agreement to reimburse the Agent for all reasonable costs, internal charges and out-of-pocket expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and
delivery of this Amendment, including but not limited to the attorneys’ fees and time charges of attorneys for the Agent with respect thereto. 
  
 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1
ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 
  

 - 3 - 








 7. Headings. Section headings in this Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for any other purposes. 
  
 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

  
 [signature pages follow] 
  

 - 4 - 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

  

			
	NATIONWIDE MUTUAL INSURANCE COMPANY
		
	By:	 	 /s/ Carol L. Dove

	 	 	

	 	 	 Carol L. Dove

	 Title:
	 	 Associate Vice President and Assistant Treasurer



  

			
	NATIONWIDE LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ Carol L. Dove

	 	 	

	 	 	 Carol L. Dove

	 Title:
	 	 Associate Vice President and Assistant Treasurer



  

			
	NATIONWIDE FINANCIAL SERVICES, INC.
		
	 By:
	 	 /s/ Carol L. Dove

	 	 	

	 	 	 Carol L. Dove

	 Title:
	 	 Associate Vice President and Assistant Treasurer



  

			
	BANK ONE, NA, as Agent and as a Lender
		
	 By:
	 	 /s/ Thomas A. Kiepura

	 	 	

	 Title:
	 	 Director



  

			
	THE CHASE MANHATTAN BANK, as a Lender
		
	 By:
	 	 /s/ Helen L. Newcomb

	 	 	

	 Title:
	 	 Vice President



  

 S-1 
 [TO AMENDMENT NO. 3] 









			
	THE BANK OF NEW YORK, as a Lender
		
	 By:
	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Vice President



  

			
	CITICORP USA, INC., as a Lender
		
	 By:
	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Vice President



  

			
	REVOLVING COMMITMENT VEHICLE CORPORATION, as a Lender
		
	 By:
	 	 Morgan Guaranty Trust Company of New
 York, as Attorney-in-Fact for Revolving
 Commitment Vehicle Corporation

		
	 By:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	BANK OF AMERICA, N.A., as a Lender
		
	 By:
	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Managing Director



  

			
	WACHOVIA BANK, National Association, as a Lender
		
	 By:
	 	 /s/ Daniel J. Norton

	 	 	

	 Title:
	 	 Director



  

			
	MELLON BANK, N.A., as a Lender
		
	 By:
	 	 /s/ Maria E. Totin

	 	 	

	 Title:
	 	 Assistant Vice President



  

 S-2 
 [TO AMENDMENT NO. 3] 









									
	 	 	 	 	FLEET NATIONAL BANK, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Mary Ann Jordan

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Mary Ann Jordan

	 	 	 	 	 	 	 Title:
	 	 Director

			
	 	 	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Sherrie L. Manson

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a
Lender

					
	 By:
	 	 /s/ Illegible
	 	 	 	 By:
	 	 /s/ Illegible

	 	 	
	 	 	 	 	 	

	 Title:
	 	 Vice President
	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	FIRSTAR BANK, NA, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Illegible

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Senior Vice President

			
	 	 	 	 	THE HUNTINGTON NATIONAL BANK, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Mark A. Scurci

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	NATIONAL CITY BANK, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Illegible

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

 S-3 
 [TO AMENDMENT NO. 3] 









			
	STATE BANK AND TRUST COMPANY, as a Lender
		
	 By:
	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Illegible



  

			
	FIFTH THIRD BANK, CENTRAL OHIO, as a Lender
		
	 By:
	 	 /s/ John Beardslee

	 	 	

	 	 	 John Beardslee

	 Title:
	 	 Vice President



  

			
	FIRST HAWAIIAN BANK, as a Lender
		
	 By:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

 S-4 
 [TO AMENDMENT NO. 3] 








 SCHEDULE 5.8  
  
 SUBSIDIARIES 
  
 The 401 (k) Companies, Inc. 
 The 401(k) Company 
 401(k) Investment Advisors, Inc. 
 401(k) Investment Services, Inc.

 Affiliate Agency of Ohio, Inc. 
 Affiliate Agency, Inc.

 AGMC Reinsurance Ltd. 
 ADD Finance Services, Inc. 

ALLIED Document Solutions, Inc. (fka Midwest Printing Services, Inc.) 
 ALLIED General Agency Company 
 ALLIED Group Insurance Marketing Company 
 ALLIED Group, Inc. 
 ALLIED Property and Casualty Insurance Company 
 Allied Texas Agency, Inc. 
 Allnations, Inc. 
 AMCO Insurance Company 
 American Marine Underwriters, Inc. 
 Asset Management Holdings, plc 
 Cal-Ag Insurance Services, Inc. 

CalFarm Insurance Agency 
 CalFarm Insurance Company 
 Colonial County Mutual Insurance Company 
 Cooperative Service Company

 Corviant Corporation 
 Damian Securities Limited 
 Depositors Insurance Company 
 Dinâmica Participacoes SA 
 Discover Insurance Agency of Texas, LLC 
 Discover Insurance Agency, LLC

 Eagle Acquisition Corporation 
 eNationwide, LLC 
 F&B, Inc. 
 Farmland Mutual Insurance Company 
 Fenplace Limited 
 Financial Horizons Distributors Agency of Alabama, Inc.

 Financial Horizons Distributors Agency of Ohio, Inc. 
 Financial Horizons Distributors Agency of Oklahoma, Inc. 
 Financial Horizons Distributors Agency of Texas, Inc. 
 Financial Horizons Securities Corporation 
 Florida Records Administrator,
Inc. 
 G.I.L. Nominees Limited 
 Gartmore 1990 Limited

  









 Gartmore 1990 Trustee Limited 
 Gartmore Capital Management Limited 
 Gartmore Distribution Services, Inc. 
 Gartmore Fund Managers International Limited 
 Gartmore Fund Managers Limited 
 Gartmore Global Asset Management Trust 
 Gartmore Global Investments, Inc.

 Gartmore Global Partners 
 Gartmore Indosuez UK Recovery Fund
(G.P.) Limited 
 Gartmore Investment Limited 
 Gartmore
Investment Management plc 
 Gartmore Investment Services GmbH 
 Gartmore Investment Services Limited 
 Gartmore Investor Services, Inc. 
 Gartmore Japan Limited 
 Gartmore Morley & Associates, Inc. 
 Gartmore Morley Capital Management, Inc. 
 Gartmore Morley Financial Services, Inc. 
 Gartmore Mutual Fund Capital Trust 
 Gartmore Nominees Limited 
 Gartmore Pension Trustees Limited 
 Gartmore S.A. Capital Trust 
 Gartmore Secretaries (Jersey) Ltd. 
 Gartmore Trust Company 
 Gartmore Securities Limited 
 Gartmore U.S. Limited 
 Gates, McDonald & Company 
 Gates, McDonald & Company of New York,
Inc. 
 Gates, McDonald & Company of Nevada 
 GatesMcDonald
Health Plus Inc. 
 Insurance Intermediaries, Inc. 
 Landmark
Financial Services of New York, Inc. 
 Lone Star General Agency, Inc. 
 MedProSolutions, Inc. 
 National Casualty Company 
 National Casualty Company of America, Ltd. 
 National Deferred Compensation, Inc. 
 Nationwide Affinity Insurance Company of America 
 Nationwide Affordable Housing, LLC 
 Nationwide Agency, Inc. 
 Nationwide Agribusiness Insurance Company

 Nationwide Arena, LLC 
 Nationwide Asset Management Holdings,
Ltd. 
 Nationwide Assurance Company 
 Nationwide Cash Management
Company 
 Nationwide Community Development Corporation, LLC 
 Nationwide Corporation 
  









 Nationwide Exclusive Distribution Company, LLC 
 Nationwide Financial Assignment Company 
 Nationwide Financial Institution Distributors Agency, Inc. 
 Nationwide Financial Institution Distributors Agency, Inc. of New Mexico 
 Nationwide Financial Institution Distributors Insurance Agency, Inc. of Massachusetts 
 Nationwide Financial Services (Bermuda) Ltd. 
 Nationwide Financial Services Capital Trust 
 Nationwide Financial Services
Capital Trust II 
 Nationwide Financial Services, Inc. 
 Nationwide Financial Sp. z o.o 
 Nationwide Foundation 
 Nationwide General Insurance Company 
 Nationwide Global Finance, LLC 
 Nationwide Global Funds 
 Nationwide Global Holdings, Inc. 
 Nationwide Global Holdings, Inc.- Luxembourg Branch 
 Nationwide Global Holdings-NGH Brazil Participacoes, LTDA 

Nationwide Global Japan, Inc. 
 Nationwide Global Limited 
 Nationwide Health Plans, Inc. 
 Nationwide Holdings, SA 
 Nationwide Home Mortgage Company 
 Nationwide Home Mortgage Distributors, Inc.

 Nationwide Indemnity Company 
 Nationwide Insurance Company of
America 
 Nationwide Insurance Company of Florida 
 Nationwide
International Underwriters 
 Nationwide Investment Services Corporation 
 Nationwide Life and Annuity Insurance Company 
 Nationwide Life Assurance Company, Ltd. 
 Nationwide Life Insurance Company 
 Nationwide Lloyds 
 Nationwide Management Systems, Inc. 
 Nationwide Martíma Vida
Previdência S.A. 
 Nationwide Mortgage Holdings, Inc. 
 Nationwide Mutual Fire Insurance Company 
 Nationwide Mutual Insurance Company 
 Nationwide Properties, Ltd. 
 Nationwide Property and Casualty Insurance Company 
 Nationwide Realty Investors, Ltd. 
 Nationwide Retirement Plan Services, Inc.

 Nationwide Retirement Solutions, Inc. 
 Nationwide Retirement
Solutions, Inc. of Alabama 
 Nationwide Retirement Solutions, Inc. of Arizona 
 Nationwide Retirement Solutions, Inc. of Arkansas 
  









 Nationwide Retirement Solutions, Inc. of Montana 
 Nationwide Retirement Solutions, Inc. of Nevada 
 Nationwide Retirement Solutions, Inc. of New Mexico 
 Nationwide Retirements Solutions, Inc. of Ohio 
 Nationwide Retirement
Solutions, Inc. of Oklahoma 
 Nationwide Retirement Solutions, Inc. of South Dakota 
 Nationwide Retirement Solutions, Inc. of Texas 
 Nationwide Retirement Solutions, Inc. of Wyoming 
 Nationwide Retirement Solutions Insurance Agency, Inc. 
 Nationwide
Securities, Inc. 
 Nationwide Seguradora S.A. 
 Nationwide
Services Company, LLC 
 Nationwide Services Sp. z o.o. 
 Nationwide Towarzystwo Ubezpieczen na Zycie S.A. 
 Nationwide Trust Company, FSB 
 Nationwide UK Asset Management Holdings, Ltd. 
 Nationwide UK Holding Company, Ltd. 
 Nevada Independent Companies-Construction 
 Nevada Independent
Companies-Health and Nonprofit 
 Nevada Independent Companies-Hospitality and Entertainment 
 Nevada Independent Companies-Manufacturing, Transportation and Distribution 
 Newhouse Capital Partners, LLC 
 NFS Distributors, Inc. 
 NGH Luxembourg, S.A. 
 NGH Netherlands, B.V. 
 NGH UK, Ltd. 
 NorthPointe Capital, LLC 
 PanEuroLife 
 Pension Associates, Inc. 
 Premier Agency, Inc. 
 Riverview Agency, Inc. 
 SBSC Ltd (Thailand) 
 Scottsdale Indemnity Company 
 Scottsdale Insurance Company 
 Scottsdale Surplus Lines Insurance Company 
 Siam Ar-Na-Khet Company Limited

 Vertboise, SA 
 Veterinary Pet Insurance Company 
 Veterinary Pet Services, Inc. 
 Villanova Securities, LLC 
 Western Heritage Insurance Company