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IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA

STEVEN E. COKER, SANDRA H. TURNER, DAVID N. LICHTENSTEIN, and a class of similarly situated individuals, Plaintiffs, v. NATIONWIDE LIFE INSURANCE COMPANY, NATIONWIDE RETIREMENT SOLUTIONS, INC., ALABAMA STATE EMPLOYEES ASSOCIATION, PEBCO, INC., and FICTITIOUS DEFENDANTS A to Z, whose names are now unknown and are to be added when their names are available, Defendants. NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, AND SETTLEMENT HEARING Civil Action No. 2007-04052

TO:

ALL ELIGIBLE PARTICIPANTS IN THE STATE OF ALABAMA 457 DEFERRED COMPENSATION PLAN ("THE 457 PLAN") BETWEEN OCTOBER 1, 2000 AND DECEMBER 15, 2009

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. YOU MAY BE ENTITLED TO RECEIVE BENEFITS PURSUANT TO THE PROPOSED SETTLEMENT. A class action lawsuit (the "Litigation") is pending against Defendants Nationwide Life Insurance Company ("NL"), Nationwide Retirement Solutions, Inc. ("NRS"), Alabama State Employees Association ("ASEA"), and PEBCO, Inc. ("PEBCO"). The Plaintiffs allege, among other things, that from 2001 through 2009, Nationwide made improper payments to ASEA and PEBCO in connection with the 457 Plan ("Payments"). Defendants deny these claims. Nevertheless, to avoid the time, expense and distraction of litigation, Defendants have agreed to a settlement of this class action lawsuit (the "Settlement"). That settlement has been preliminarily approved by the Circuit Court of Jefferson County, Alabama (the "Court"). You may be a member of a class that is entitled to relief under, and will bound by, this settlement (the "Settlement Class"). PLEASE TAKE NOTE that a hearing will be held at the Jefferson County Courthouse, Courtroom 370, 716 Richard Arrington, Jr. Boulevard North, Birmingham, Alabama 35203, at 9:00 a.m. on January 26, 2011 to determine whether to approve the proposed Settlement, and to consider the application of Plaintiffs' Counsel for attorneys' fees and reimbursement of expenses. Your rights may be affected, and you may have options to consider, as a result of this settlement.

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS

You will receive a payment once the Settlement is final if you contributed money to the 457 Plan between October 1, 2000 and December 15, 2009. If you join the Settlement Class, you will give up your right to be part of any other lawsuits involving claims associated with this case. Get no payment and reserve the right to bring a lawsuit yourself. If you do not opt out by January 17, 2011, you will be bound by the settlement and lose the right to bring any future lawsuits based on the claims in this case.

JOIN THE SETTLEMENT CLASS

(no action by you required ­ if eligible, you join by not excluding yourself)

EXCLUDE YOURSELF

OBJECT

Write to the Court about the reasons that you are against the Settlement by January 17, 2011.

ATTEND A HEARING

Request that you be allowed to speak in Court (on January 26, 2011) about the fairness of the settlement.

These rights and options--and the deadlines to exercise them--are explained in this Notice. This Notice is not an expression of any opinion by the Court as to the merits of any claims or any defenses asserted by any party in the Litigation, or the fairness or adequacy of the proposed Settlement. The proposed settlement will only take effect if the Court approves the settlement. This is not a solicitation from a lawyer or a lawsuit against you. Further information regarding the Litigation and this Notice may be obtained by contacting Plaintiffs' Counsel: JAMES S. CHRISTIE, JR., BRADLEY ARANT BOULT CUMMINGS LLP, 1819 Fifth Avenue North, Birmingham, AL 35203-2104, Telephone: 1-205-521-8603; or BRIAN P. STRENGTH, STRENGTH & CONNALLY, LLC, 402 North Main Street, Tuskegee, AL 36083, Telephone: 1-205-521-8603.

THE LITIGATION

The Litigation was initiated on November 20, 2007 by Ruth A. Gwin and Sandra H. Turner and is currently pending before the Court. The current Plaintiffs, Steven E. Coker, Sandra H. Turner, and David N. Lichtenstein ("Plaintiffs") seek to represent a class of persons who participated in the 457 Plan. They allege that during the relevant period, Nationwide made improper payments to ASEA and PEBCO in connection with the 457 Plan ("Payments") and that Nationwide, ASEA, PEBCO, and certain individual Defendants (the "Defendants") engaged in other improper conduct with respect to the 457 Plan, all to the Defendants' benefit and to the detriment of the Plaintiffs and the class of persons they seek to represent. The Defendants have expressly denied and continue to deny each and all of the claims and contentions alleged in the Litigation, and believe the claims asserted against them in the Amended Complaint are without merit. The Defendants have further asserted and continue to assert that, at all relevant times, they acted in good faith and provided certain products and services to the 457 Plan and the 401(a) Plan in a manner they reasonably believed to be in the best interest of the 457 Plan, the 401(a) Plan, and their respective participants.

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM -2-

Three other actions arising out of the Payments made in relation to the 457 Plan are also currently pending: an interpleader action in the Circuit Court of Montgomery County, entitled Nationwide Retirement Solutions, Inc. v. Alabama State Personnel Board, Case No. CV 2009-1088 (the "Interpleader Action"); a lawsuit asserting claims with respect to the 457 Plan in the Circuit Court of Montgomery County entitled PEBCO, Inc. v. Joe N. Dickson, et al. (Civil Action No. CV-09-804, including consolidated Montgomery County Circuit Court case Alabama State Employees Association v. Joe N. Dickson, et al., Alabama Civil Action No. CV-09-812) (the "Dickson Action"), and a putative class action in the Circuit Court of Montgomery County, Alabama entitled Brown v. Nationwide Retirement Solutions, Inc. et al., Case No. 03-CV-2009-901055 (the "Brown Class Action"). This Settlement and the settlement in the Interpleader Action resolve all these actions and all claims by the Plaintiffs and the proposed Settlement Class Members (who are described below) with respect to the Payments and the 457 Plan. Counsel for the Plaintiffs have conducted extensive formal and informal discovery and investigation during the development and prosecution of the Litigation. Based on their investigation, Plaintiffs and counsel for the Plaintiffs have concluded that this Settlement provides substantial benefits to the Plaintiffs, the proposed Settlement Class Members and the public as a whole, and is fair, reasonable, adequate and in the best interests of the Plaintiffs and the proposed Settlement Class Members. The Court, by Order dated November 13, 2010, has provisionally certified a Settlement Class consisting of the following: all Plan Participants at any time from October 1, 2000 to December 15, 2009, except any judge presiding over the Litigation, the Interpleader Action, or the Brown Class Action. In the event that a Plan Participant has died or has expressly designated an alternate payee, the "Settlement Class" shall also be defined as beneficiaries and alternate payees of that Plan Participant. "Plan Participants" are defined for purposes of this Settlement as eligible participants in the 457 Plan who contributed money to the 457 Plan (including those eligible participants in the 457 Plan who also contributed or received State appropriations to the 401(a) Plan) at any time between October 1, 2000 and December 15, 2009. The Court has also directed that this Notice be issued to the proposed Settlement Class, and has set a hearing on January 26, 2011 to determine the fairness of the proposed Settlement as described above. THE COURT HAS NOT FINALLY DETERMINED THE MERITS OF THE PLAINTIFFS' CLAIMS OR THE DEFENSES THERETO. THIS NOTICE DOES NOT IMPLY THAT THERE HAS BEEN OR WOULD BE ANY FINDING OF VIOLATION OF THE LAW OR THAT RECOVERY COULD BE HAD IN ANY AMOUNT IF THE ACTION WERE NOT SETTLED.

TERMS OF THE SETTLEMENT

In full and complete settlement of the claims which have or could have been asserted on behalf of the Settlement Class in the Litigation, and subject to the terms and conditions of the Stipulations of Settlement in this case (the "Stipulation") and in the Interpleader Action (the "Interpleader Settlement Agreement"), NL and NRS will transfer $15.5 million, and Aon Investment Consulting, Inc. ("Aon") will transfer $500,000 from an interestbearing account (plus any interest earned and less taxes due, if any), to Wells Fargo Bank, N.A., or the duly appointed and then-currently serving Trustee of the 457 Plan's Trust (the "Restoration Fund"). The Restoration Fund will be allocated among the 457 Plan's accounts consistent with the 457 Plan's terms (the "Restoration Amounts") and will not be used for any other purpose. The Restoration Amounts will be allocated according to the Plan of Allocation, as decided by the Personnel Board in consultation with the Alabama Attorney General and Plaintiffs' Counsel. Such allocation will be by quarter, by participant, on a pro rata basis.

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM -3-

In consideration for the Restoration Amounts described above, and when this Settlement becomes final: (a) the Plaintiffs and each of the Settlement Class Members shall be deemed and bound to have fully, finally and forever released, relinquished and discharged Nationwide Life Insurance Company, Nationwide Retirement Solutions, Inc., ASEA, PEBCO, and Aon (the "Private Released Parties"), and the Alabama State Personnel Department and the Personnel Board (the "State Released Parties") from any and all past, present and future Claims or Causes of Action (including Unknown Claims) that are based upon or related to, directly or indirectly, in whole or in part: (i) the allegations, facts, subjects, or issues that were or could have been set forth or raised in the Litigation, the Interpleader Action, the Brown Class Action, or the Dickson Action, or (ii) the Released Conduct (as defined below). Notwithstanding any other language in the Stipulation, the Settlement Class Members release only Claims or Causes of Action in connection with the 457 Plan, the Payments, and the Released Conduct. (b) Plaintiffs and the Settlement Class Members shall be deemed and bound to have expressly waived, and by operation of a final judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code §1542. Each of the Plaintiffs and each Settlement Class Member may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the release described above, but the Plaintiffs and each Settlement Class Member shall expressly, fully, finally and forever settle and release any and all Claims or Causes of Action in this release, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Each of the Plaintiffs and each Settlement Class Member shall be deemed and bound to have acknowledged that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part. (c) Plaintiffs and the Settlement Class Members will be deemed and bound to have dismissed with prejudice the Litigation. (d) Plaintiffs and each of the Settlement Class Members will be deemed and bound to have agreed and covenanted not to file, encourage, support, join in, continue, or pursue any Claims or Causes of Action (including any Unknown Claims) against Nationwide Life Insurance Company, Nationwide Retirement Solutions, Inc., ASEA, PEBCO, Aon, the State Personnel Board, the State Personnel Department, or any other Private Released Parties or State Released Parties that are based upon or related to, directly or indirectly, in whole or in part: (i) the allegations, facts, subjects, or issues that were or could have been set forth or raised in the Litigation, the Interpleader Action, the Brown Class Action, or the Dickson Action, or (ii) the Released Conduct. (e) Each of the Plaintiffs, the Settlement Class Members, ASEA members, Alabama state employees, and PlanRelated Persons will be deemed and bound to be forever barred and enjoined from commencing, instituting, joining in, continuing, or prosecuting against Nationwide Life Insurance Company, Nationwide Retirement Solutions, Inc., ASEA, PEBCO, Aon, the State Personnel Board, the State Personnel Department, the Private Released Parties, or the State Released Parties any and all past, present, or future Claims or Causes of Action (including Unknown Claims and derivative claims) that are based upon or related to, directly or indirectly, in whole or in part: (i) the allegations, facts, subjects, or issues that were or could have been set forth or raised in the Litigation, the Interpleader Action, or the Dickson Action; or (ii) the Released Conduct. Notwithstanding anything to the contrary herein, ASEA and PEBCO reserve the right to seek indemnity against NL and NRS under the 2004 Administrative Services Agreement, and nothing herein shall remove, destroy, take away or preclude the exercise of such right; provided however that NL and NRS reserve the right to seek a bar order prohibiting such claim by ASEA and PEBCO for indemnification.

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM -4-

(f) Plaintiffs and Defendants will ask the Court for an order concluding that the 401(a) Plan, and the Plan Participants who contributed money to the 401(a) Plan, (i) suffered no harm with respect to any contributions to the 401(a) Plan as a result of the Payments or the other Released Conduct, and (ii) in fact benefited from the 401(a) Plan's association with the 457 Plan because the 401(a) Plan had lower charges and more favorable products and services than would otherwise have been available but for that association. (g) No Plan-Related Person shall have any Claims or Causes of Action against the Plaintiffs, Plaintiff's Counsel, Nationwide Life Insurance Company, Nationwide Retirement Solutions, Inc., NL or NRS's Counsel, the 457 Plan, the Personnel Board or any of the Private Released Parties or the State Released Parties, or any other agent designated by them, based on distributions made substantially in accordance with the allocation plan determined by the Personnel Board. "Released Conduct" means each and every act, omission, representation or other statement or conduct by NL, NRS, ASEA, PEBCO, the Named Individuals, the Personnel Board or Aon in connection with the 457 Plan, the 401(a) Plan or the Payments, including but not limited to: the Payments or other benefits allegedly received by ASEA or PEBCO; NL's/NRS's alleged recoupment of some or all of those Payments; NL/NRS's alleged receipt of money from mutual fund families or affiliates; the negotiation and amendment of the terms of annuity contracts, funding agreements, administrative services agreements, confidential agreements, and any other alleged 457 Plan-related or 401(a) Plan-related documents; all amendments of the 457 Plan and its trust made in 2009; all decisions of the Personnel Board taken beginning from the time it became a party or intervenor in any action regarding the 457 Plan through the date that the Stipulation becomes Final; the rate of interest paid on any fixed annuity contract; the variable annuity charges on any variable annuity contract; the alleged breach of contractual, fiduciary and other legal duties to the 457 Plan or the 401(a) Plan; any alleged failure to disclose or obtain approval or ratification of any Plan-related act, document, or term; the administration and performance of the 457 Plan or the 401(a) Plan; any issues or subjects that have been or are currently the subject of regulatory proceedings, investigations, examinations, or litigation; and any alleged failure to disclose or obtain approval or ratification of any Plan-related act, document, or term.

THE RIGHTS OF SETTLEMENT CL ASS MEMBERS

The Court has preliminarily certified this action to proceed as a class action for settlement purposes only. If you are a Settlement Class Member, you may share in the proceeds of the Settlement. As a Settlement Class Member, you will be represented by the Plaintiffs and their counsel, unless you enter an appearance through counsel of your own choice at your own expense. Each Settlement Class Member shall be deemed to have submitted to the jurisdiction of the Circuit Court of Jefferson County, Alabama with respect to his, her or its claim.

EXCLUSION FROM THE SETTLEMENT

If you do not wish to participate in the settlement, or do not wish to remain a member of the Settlement Class, you may exclude yourself from (or "opt out" of) the Settlement Class by following the instructions below. Those who exclude themselves from the Settlement Class will NOT receive any share of the settlement proceeds and will not be bound by the Settlement. To exclude yourself from the Settlement, you must submit a written request for exclusion from the Settlement Class by First-Class Mail, postmarked no later than January 17, 2011 (the "Notice Period") addressed to Plaintiffs' Counsel (JAMES S. CHRISTIE, JR., BRADLEY ARANT BOULT CUMMINGS LLP, 1819 Fifth Avenue North, Birmingham, AL 35203-2104), with a copy to the Alabama Deferred Compensation Settlement Administrator, c/o Rust Consulting, Inc., P.O. Box 2396, Faribault, MN 55021-9096. In order to be valid, each request for exclusion must legibly set forth your name and address and a statement that you wish to be excluded from the Settlement Class. If you request exclusion on behalf of any entity other than yourself (such as a trust or estate) please enclose evidence of your authority to act for such entity. Any person who elects to opt out of the Settlement Class shall NOT (i) be bound by any order or judgment entered in this Litigation; (ii) be entitled to relief under the Stipulation; (iii) gain any rights by virtue of the Stipulation; or (iv) be entitled to object to any aspect of the Stipulation. No person may opt out of the Settlement Class through "mass" or "class" opt-outs.

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM -5-

IF YOU ARE A SETTLEMENT CLASS MEMBER AND YOU DO NOT PROPERLY EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS BY THE END OF THE NOTICE PERIOD ON JANUARY 17, 2011 (AS DEFINED ABOVE), YOU WILL BE BOUND BY THE SETTLEMENT AND THE FINAL JUDGMENT OF THE COURT DISMISSING THE ACTIONS AND RELEASING CLAIMS AGAINST THE RELEASED PERSONS.

OBJECTIONS

If you are a Settlement Class Member, and you have not requested exclusion, you may object to the Settlement. Any Settlement Class Member who intends to object must file with the Court, on or before January 17, 2011, a signed Notice of Intention to Appear and Object during the Notice Period that includes his/her name, personal signature, and address; all arguments, citations, and evidence supporting the objection; and a statement that he or she is a member of the Settlement Class. An objector must also provide a statement of whether he/she intends to appear at the Settlement Hearing, either with or without counsel. Objections may be filed with the Circuit Clerk, Tenth Judicial Circuit (Jefferson County), 400 Jefferson County Courthouse, 716 Richard Arrington, Jr. Blvd. North, Birmingham, AL 35203. A copy of such Notice of Intention to Appear and Object must also be sent to Plaintiffs' Counsel and Defendants' Counsel at the following addresses: JAMES S. CHRISTIE, JR., ESQ., BRADLEY ARANT BOULT CUMMINGS LLP, 1819 Fifth Avenue North, Birmingham, AL 35203-2104; BRIAN P. STRENGTH, ESQ., STRENGTH & CONNALLY, LLC, 402 North Main Street, Tuskegee, AL 36083; SHARON D. STUART, CHRISTIAN & SMALL LLP , 505 North 20th Street, Suite 1800, Birmingham, AL 35203; CHARLES C. PLATT, ESQ., WILMER CUTLER PICKERING HALE AND DORR LLP, 399 Park Avenue, New York, NY 10022; JOSEPH C. ESPY, III, ESQ., MELTON, ESPY & WILLIAMS, PC, 255 Dexter Avenue, Post Office Drawer 5130, Montgomery, AL 36103-5130; and J. MARK WHITE, ESQ., WHITE ARNOLD & DOWD P.C., 2025 Third Avenue North, Suite 500, Birmingham, AL 35203. ANY SETTLEMENT CLASS MEMBER WHO FAILS TO TIMELY FILE A SIGNED WRITTEN OBJECTION AND NOTICE OF INTENTION TO APPEAR AND OBJECT BEFORE THE NOTICE PERIOD ENDS SHALL NOT BE PERMITTED TO OBJECT TO THE SETTLEMENT AT THE SETTLEMENT HEARING, AND SHALL BE FORECLOSED FROM SEEKING ANY REVIEW OF THE SETTLEMENT BY APPEAL OR OTHER MEANS.

SETTLEMENT HEARING

At the Settlement Hearing, the Court will determine whether to finally approve this Settlement and dismiss the Litigation and the claims of the Settlement Class. The Court reserves the right to approve the Settlement, with such modifications as may be agreed to by counsel for the parties to the Settlement consistent with such Settlement, without further notice to the Settlement Class. If the Settlement is approved, the Court will also be asked to approve the Plan of Allocation and to rule upon the application for attorneys' fees and for reimbursement of expenses. The Settlement Hearing may be adjourned from time to time by the Court, by announcement at the Settlement Hearing or at any adjournment thereof, without further written notice to the Settlement Class. At the Settlement Hearing, any Settlement Class Member who has not filed a request for exclusion from the Settlement Class, and who has properly filed a Notice of Intention to Appear and Object, may appear in person or by counsel and be heard to the extent allowed by the Court in support of or in opposition to the fairness, reasonableness and adequacy of the Settlement and proposed judgment, the Plan of Allocation, or the application for an award of attorneys' fees and reimbursement of expenses.

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM -6-

ATTORNEYS' FEES, COSTS AND EXPENSES OF PL AINTIFFS' ATTORNEYS

To date, Plaintiffs' Counsel has not received any payment for their services in prosecuting the Litigation on behalf of the Plaintiffs and the Settlement Class Members, nor have Plaintiffs' Counsel been reimbursed for their out-ofpocket expenses. Nationwide, on behalf of Defendants, has agreed to pay Plaintiffs' Counsel $2,900,000, which includes attorneys' fees and reimbursement of costs and expenses associated with the Litigation and Settlement ("Fee and Expense Award"), and which shall include any reasonable award to the Settlement Class Representatives that the Court directs. Settlement Class Members are not personally liable for the Fee and Expense Award, nor will any portion of the Restoration Fund be allocated to the Fee and Expense Award. At the conclusion of the Settlement Hearing described above, Plaintiffs' Counsel will apply to the Court for the Fee and Expense Award. Plaintiffs' Counsel, without further notice to the Settlement Class, may subsequently apply to the Court for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the members of the Settlement Class. Any Court order regarding the attorneys' fee and expense application shall in no way disturb or affect the Settlement and/or any judgment entered thereon. The Fee and Expense Award will compensate Plaintiffs' Counsel for its efforts in obtaining the Settlement Fund for the benefit of the Settlement Class. If approved by the Court, the fees and expenses requested would be within the range of fees awarded to Plaintiffs' Counsel under similar circumstances in litigation of this type.

FURTHER INFORMATION

For a more detailed statement of the matters involved in the Litigation, you may refer to the pleadings, the Stipulation, Court orders, and other papers filed in the Litigation, which may be inspected at the Office of the Clerk of the Circuit Court for Jefferson County, Alabama, Jefferson County Courthouse, 716 Richard Arrington, Jr., Boulevard North, Birmingham, Alabama, 35230, during regular business hours. Information regarding the settlement, including certain papers filed in the Litigation, will also be available on the Settlement website at www.alabama-deferred-comp-settlement.com. ALL INQUIRIES CONCERNING THIS NOTICE BY SETTLEMENT CLASS MEMBERS SHOULD BE MADE TO PLAINTIFFS' COUNSEL IN WRITING. NO INQUIRIES SHOULD BE DIRECTED TO THE COURT. Dated: November 24, 2010 /s/ CLERK OF THE COURT

QUESTIONS? VISIT WWW.ALABAMA-DEFERRED-COMP-SETTLEMENT.COM -7-

ALABAMA DEFERRED COMPENSATION SETTLEMENT ADMINISTRATOR C/O RUST CONSULTING, INC. PO BOX 2396 FARIBAULT, MN 55021-9096

PRESORTED FIRST-CLASS MAIL U.S. POSTAGE PAID

Rust Consulting, Inc.

IMPORTANT LEGAL NOTICE

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