Form of Amended and Restated Nationwide Office of Investments Incentive Plan



 Exhibit 10.13 
  
 Nationwide 
 Office of Investments Incentive Plan 
  
 In order
to enable Office of Investments to attract, motivate and retain the human talent necessary to achieve its business objectives, Nationwide hereby amends and restates the Office of Investments Incentive Plan (the “Plan”) as of October 7,
2003, upon the following terms and conditions: 
  

	 1.
	 Definitions. The capitalized terms used herein shall have the following meanings: 


  

	 	 (a)
	 “Award Year” shall mean the calendar/fiscal year for which the Incentive Award is paid; 


  

	 	 (b)
	 “Participant” shall mean each member of the staff of the Office of Investments whose position is identified for participation in and who has been
notified of her/his eligibility for participation in the Plan for the Award Year; 


  

	 	 (c)
	 “Incentive Award” shall mean the amount payable to an individual Participant in an Award Year, based on the achievement and surpassing of the
performance goals pursuant to Section 4 hereof; 


  

	 	 (d)
	 “Business Unit” shall mean the Office of Investments; 


  

	 	 (e)
	 “Business Unit Award Fund” shall mean the funds available to be allocated to Participants within Business Unit based on Business Unit’s
performance during the Award Year; 


  

	 	 (f)
	 “Business Unit Chief Officer” shall mean the most senior Nationwide officer whose sole responsibility is the operations of the Business Unit.



  

	 	 (g)
	 “Total Value Added” shall mean the total risk adjusted spread on a net present value basis for all investments, adjusted for expenses and credit
experience in each period. The reported Value Added is a blend of the current year and the preceding years when computed, such that the current year has a weighting of approximately half the overall performance with the prior years comprising the
other half. 


  

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 Nationwide 
 Office of Investments Incentive Plan 
  


	 	 (h)
	 “Nationwide” shall mean Farmland Mutual Insurance Company, Nationwide Financial Services, Inc., Nationwide Mutual Insurance Company, Nationwide Mutual
Fire Insurance Company, Scottsdale Insurance Company, and all subsidiaries of any of such companies; 


  

	 	 (i)
	 “Plan Administrator” shall mean the individual(s) formally designated by the Business Unit Chief Officer to be responsible for the administration and
implementation of the Plan. 


  

	 	 (j)
	 Retirement” means termination of employment with all members of the enterprise on or after the date on which he or she shall have:



  

	 	 •
	 	 Attained normal retirement age, 


  

	 	 •
	 	 Attained age 55 and completed 180 months of vesting service; or 


  

	 	 •
	 	 Attained age 62 and completed 60 months of vesting service, whichever is earliest. 


  
 All titles used herein and not otherwise defined hereby
shall have the same meaning given to them in the Nationwide organization charts and in its normal course of business. 
  

	 2.
	 Effective Date. The Plan shall become effective as of January 1, 2004, and shall continue in effect until December 31, 2004, unless terminated as
set forth herein. The Plan shall supersede any and all prior Business Unit incentive compensation programs except as detailed herein. The Plan must be annually reviewed and approved for continuation. 


  

	 3.
	 Absolute Discretion. The Chairman and Chief Executive Officer of Nationwide or the Business Unit Chief Officer shall have sole and absolute
discretion over all aspects of the Plan, including but not limited to the final determination of Incentive Awards and amounts. Determinations of such individuals shall be conclusive and binding on all parties. 


  

	 4.
	 Determination of Incentive Awards. Incentive Awards for the Award Year are determined in the following manner: 


  

	 	 (a)
	 The Business Unit Award Fund shall be equal to the amount determined based on the Office of Investments performance scorecard set forth in per attachments I -
II. 


  

 2 









 Nationwide 
 Office of Investments Incentive Plan 
  


	 	 (b)
	 Incentive Awards are based primarily on, but not limited to; an assessment of the Participant’s achievement of assigned performance objectives, and the
Participant’s compliance with applicable laws, statutes, regulations, and Nationwide and Business Unit policies, practices, and procedures. The amount of each Incentive Award shall be approved by the Business Unit Chief Officer in his or her
sole discretion. The total of all Incentive Awards shall not exceed the Business Unit Award Fund. 


  

 3 









 Nationwide 
 Office of Investments Incentive Plan 
  


	 	 (c)
	 Not withstanding the foregoing, Participants on a written final warning stage of a performance plan at the time of the bonus payout will not receive a payout.



  

	 5.
	 Payment of Individual Incentive Awards. Incentive Awards, if awarded, are due and payable not later than March 15 of the calendar year following
the Award Year. 


  

	 6.
	 Forfeiture. Any Participant whose employment with Nationwide is terminated, whether voluntarily or otherwise, prior to the end of the Award
Year, shall forfeit any and all rights to an Incentive Award; except: 


  

	 	 a)
	 Where the Participant has terminated active employment with Nationwide during the Award Year as a result of the Participant’s death,



  

	 	 b)
	 Where the Participant has terminated active employment with Nationwide due to retirement during an Award Year, or 


  

	 	 c)
	 Where the Participant has involuntarily terminated active employment with Nationwide and is entitled to benefits under the Severance Pay Plan maintained by his
or her employer, or would have been entitled to such benefits in the absence of an offer of Suitable Replacement Employment as defined in such Severance Pay Plan. 


  
 In the event of a termination of employment described in paragraphs a) through c) above, the Participant
shall receive a prorata portion of the Incentive Award that he or she would have received if employment had continued through the end of the Award Year, based on the percentage of the Award Year represented by the period of service completed prior
to the termination of employment. 
  
 A
Participant shall also forfeit a portion or all of his or her Incentive Award in the event he or she fails to provide services to Nationwide for any portion of an Award Year as a result of a paid or unpaid leave of absence or disability of more than
one month. The Participant shall receive a prorata portion of the Incentive Award that he or she would have received if provided services throughout the Award Year, based on the percentage of the Award Year for which services were actually performed
for Nationwide by the Participant. 
  

	 7.
	 Review Procedures. The Plan Administrator shall prepare all calculations made under the Plan. The Finance unit providing services to the
Business Unit shall review a 



  

 4 









 Nationwide 
 Office of Investments Incentive Plan 
  


	 	 
representative sample of the calculations made under the Plan and other information incidental thereto, and reconcile calculations and other information with
Business Unit performance reports. Reviews will be conducted on an annual basis. Review findings will be discussed with the Plan Administrator and communicated by Business Unit Finance to the Business Unit Chief Officer.



  

	 8.
	 Amendments; Terminations. Chairman and Chief Executive Officer of Nationwide or Business Unit Chief Officer may periodically review, modify and/or
terminate the Plan at any time. 


  

	 9.
	 Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Business Unit or Nationwide to terminate any
Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Business Unit or Nationwide. 


  

	 10.
	 Other Plan Participation. Participants are eligible to participate in the Performance Incentive Plan (PIP). However; Participants in the Plan are
ineligible to simultaneously participate in other Nationwide short-term variable reward plans. Eligibility for future short-term variable reward plans, if any, will be evaluated by the Business Unit Chief Officer. 


  

	 11.
	 Transfer In Or New Hire. In the event an employee becomes a Participant after the beginning of the Award Year, the Participant will be
eligible for a pro-rata Incentive Award based on the effective date of his or her employment and pursuant to Section 4 hereof. 


  

	 12.
	 Transfer To A Non-Participating Position. In the event a Plan Participant transfers to a non-participating position within Nationwide, the Business
Unit Chief Officer has the discretion to pay or not pay an Incentive Award. Any such award, if paid, shall be based on the portion of the Award Year during which the Participant held an eligible position. 


  

 5 









 Nationwide 
 Office of Investments Incentive Plan 
  


	 13.
	 Nontransferability. No right or interest of any Participant in the Plan shall be assignable or transferable, or subject to any lien,
directly, by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge, and bankruptcy 


  

	 14.
	 Beneficiary Designation. In the case of a Participant’s death before he or she receives any or all of Plan benefit to be paid, any
benefit under the Plan will be paid to the Participant’s estate. If there is no estate, benefits will be paid in accordance with the applicable state and local laws. 


  

	 15.
	 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the state of Ohio or other states as deemed applicable or
appropriate. 


  

	 16.
	 Withholding Taxes. The Company shall have the right to deduct from all payments under the Plan any federal, state, or local taxes required by law
to be withheld with respect to such payments. 


  

	 17.
	 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural
shall include the singular, and the singular shall include the plural. 


  

	 18.
	 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 


  

	 19.
	 Intent. The Plan is intended solely for the purpose of enabling Business Unit to achieve its business objectives and increase productivity by
rewarding exceptional performance by Participants. The Plan shall not affect or impair any of the rules, policies or procedures of the Business Unit or Nationwide otherwise applicable to Participants. 


  

 6 









 Nationwide 
 Office of Investments Incentive Plan 
  


					
	 Reviewed by:
	 	 	 	 
			
	  	 	 	 	  
	 Robert J. Puccio
	 	 	 	(Date)
	 Vice President Associate ServicesNationwide
	 	 	 	 
			
	  	 	 	 	  
			
	  	 	 	 	  
	 Timothy K Werner
	 	 	 	(Date)
	 Officer Human Resources
	 	 	 	 
	 Nationwide
	 	 	 	 
			
	 Approved By:
	 	 	 	 
			
	  	 	 	 	  
	 Robert A. Rosholt
	 	 	 	(Date)
	 EVP, Chief Financial, Investments, and Strategy Officer
	 	 
			
	  	 	 	 	  
	 Terri L. Hill
	 	 	 	(Date)
	 Executive Vice President and Chief Administrative Officer
	 	 
	 Nationwide
	 	 	 	 
			
	  	 	 	 	  
	 William G. Jurgensen
	 	 	 	(Date)
	 Chief Executive Officer
	 	 	 	 
	 Nationwide
	 	 	 	 

  

 7 








 Attachment I 
  
 OFFICE OF INVESTMENTS 
 OIP and Goalsharing Scorecards 
  

											
	 Performance Measures      

	  	Weight
100%

	 	 	Perf.
Score

	  	Weight

	 	 	Points


	 Investment Scorecard
	  	70	%	 	—  	  	70	%	 	—  
	 NW Corporate PIP
	  	30	%	 	—  	  	30	%	 	—  
				
	 	  	 	 	 	Overall Score	 	 	—  
					
	 Performance Measures      

	  	Weight
100%

	 	 	Perf.
Score

	  	Weight

	 	 	Points


	 Investment Scorecard
	  	70	%	 	—  	  	70	%	 	—  
	 NW Corporate Goal
	  	30	%	 	—  	  	30	%	 	—  
				
	 	  	 	 	 	Overall Score	 	 	—  

  









 Attachment II 
  
 Nationwide Investments 
  
 Scorecard 
  

																																		
	 	 	 Weight

	 	 	Results

	 	Performance Targets

	 	 	Score


	 	 	 	ST

	 	LT

	 	DNM

	 	 	Achieves

	 	 	Exceeds

	 	 
	 NATIONWIDE FINANCIAL      

	 	 	 	 	 	 	0.0

	 	 	 	 	0.7

	 	 	0.7

	 	 	 	 	1.3

	 	 	1.3

	 	 	 	 	2.0

	 	 
	 General Account FI
	 	50	%	 	 	 	 	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	0.40	%	 	to	 	0.65	%	 	0.00
	 Total Value Added
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
	 Mutual Funds
	 	5	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
	 NMF Bond
	 	 	 	 	 	 	 	 	(0.20	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	 
	 LB G/C
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 NMF Money Market
	 	 	 	 	 	 	 	 	(0.05	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.10	%	 	0.10	%	 	to	 	0.20	%	 	 
	 IBC Tier 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 NMF Tax Free
	 	 	 	 	 	 	 	 	(0.20	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	 
	 LB Municipal
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 NMF Govt
	 	 	 	 	 	 	 	 	(0.20	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	 
	 ML Govt Master
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 NSAT Govt
	 	 	 	 	 	 	 	 	(0.20	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	 
	 ML Govt Master
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 NSAT Money Market
	 	 	 	 	 	 	 	 	(0.05	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.10	%	 	0.10	%	 	to	 	0.20	%	 	 
	 IBC Tier 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 Separate Accounts
	 	2	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
	 Sep Acct Ohio
	 	 	 	 	 	 	 	 	(0.20	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	 
	 Blended Index
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 Sep Acct B Retirement
	 	 	 	 	 	 	 	 	(0.20	%)	 	to	 	0.00	%	 	0.00	%	 	to	 	0.20	%	 	0.20	%	 	to	 	0.40	%	 	 
	 LB G/C
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00
														
	 Real Estate Equity
	 	1	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 RE Portfolio
	 	 	 	 	 	 	 	 	-1.00	%	 	to	 	0.00	%	 	0.00	%	 	to	 	1.00	%	 	1.00	%	 	to	 	2.00	%	 	0.00
	 Custom NCREIF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
	 NATIONWIDE INSURANCE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
	 Managed Fixed Income
	 	30	%	 	 	 	 	 	0.00	%	 	to	 	0.15	%	 	0.15	%	 	to	 	0.30	%	 	0.30	%	 	to	 	0.50	%	 	0.00
	 Tax Adjusted Value Added
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
	 Equities
	 	10	%	 	 	 	 	 	65	%	 	to	 	50	%	 	50	%	 	to	 	30	%	 	30	%	 	to	 	15	%	 	0.00
	 Equity Universe Rank (Preliminary)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 *  Includes separate account equity assets.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
	 Venture Capital
	 	2	%	 	 	 	 	 	75	%	 	to	 	50	%	 	50	%	 	to	 	35	%	 	35	%	 	to	 	25	%	 	0.00
	 Venture Economics Universe Rank (6 mo lag)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 *  Commitment size and vintage year weighted ranking.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

														
	 TOTAL
	 	100	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00